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Corporate Resolution Template

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Prepared by:

​[Sender.FirstName][Sender.LastName]​

​[Sender.Company]​

​[Document.CreatedDate]​

We, the undersigned, being all the directors of this Corporation, consent and agree that the following corporate resolution was made on [Document.CreatedDate] at (location).

WHEREAS, [Sender.Company] is a corporation duly organized and existing under and by the laws of the state of [Sender.State], with its corporate headquarters located at [Sender.StreetAddress][Sender.City][Sender.State][Sender.PostalCode]; and

WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation to adopt this resolution;

We do hereby consent to the adoption of the following decision as if it was adopted by the Board of Directors at a meeting duly called and held, with all of the directors present or represented by proxy: (insert resolution as agreed by the directors, e.g., The company will be operated in a fiscally responsible manner, and all operations will be conducted by applicable laws and regulations.)

Therefore, it is resolved that the Corporation shall: (insert acts that need to be taken to execute this resolution, e.g., The company will maintain accurate and thorough books and records. It will also comply with accounting standards for the industry in which it operates. These standards require that the company keep records that accurately reflect its transactions, financial position, and results of operations. The records should be kept by generally accepted accounting principles (GAAP))

We, the undersigned directors of this Corporation constituting a quorum of the Board, consent and agree to all of the above on this (day) day of (month), (year).

NOW, THEREFORE, by the authority vested in it by law, the undersigned and the officers of this Corporation are hereby authorized to execute this resolution on behalf of said Corporation.

​

Signature
MM / DD / YYYY

​

MM / DD / YYYY
Signature

​

Signature
MM / DD / YYYY

​[Director1.FirstName][Director1.LastName]​

​[Director2.FirstName][Director2.LastName]​

​[Director3.FirstName][Director3.LastName]​

Certificate of Secretary

The Secretary of the Corporation hereby certifies that he/she is the duly elected and qualified Secretary of [Sender.Company]​ and that the above is a true and correct copy of the corporate resolution duly adopted by the board of directors in a meeting on (date).

​

Signature
MM / DD / YYYY

​[Sender.FirstName][Sender.LastName]​

​[Sender.Company]​

Corporate Resolution Template

Used 4,879 times

By using this Corporate Resolution Template, you can draft a corporate resolution that will enable the board of directors of your firm to adopt decisions that will be enforceable in court. You can personalize it by adding information about your own business.

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FAQ

  • A corporate resolution is a formal, written statement regarding changes made by the board of directors within an organization. It is usually approved by the board of directors.

    A corporate resolution should contain the following:

    • The name of the company (or other entity) resolving.

    • The date on which it was adopted.

    • An outline of what the resolution contains, including any relevant background information or context for why this particular resolution was being made in the first place.

    • Any details about how it should be implemented or implemented, if applicable.

    An easy way to make sure your corporate resolution has all the correct pieces is to use a template like PandaDoc’s Corporate Resolution Template.

  • A corporate resolution is a formal decision by a corporation’s board of directors. It can be considered an official document ratified by the board and becomes part of the company’s record.

    Corporate resolutions are typically used to make decisions about major purchases, mergers or acquisitions, new debt, or amendments to existing contracts. A corporate resolution outlines the decision being made and includes information about who has been involved in the process leading up to the decision.

  • The process of making a corporate resolution begins with the board of directors. The board is responsible for overseeing all aspects of the company, including financial and legal concerns. Over time, it has become common practice for boards to delegate some decision-making authority to committees made up of members from within the organization.

  • A corporate authorization resolution is a document that states that a company’s board of directors has given their consent to take a specific action, such as setting up a subsidiary.

    The board of directors is the group of people who direct the activities of a corporation and oversee its management. They are elected or appointed by the shareholders, the company’s owners. The board of directors must approve corporate actions like establishing subsidiaries.

  • A corporate resolution is a document that outlines the decisions of a nonprofit’s board of directors. The document can be used to authorize a variety of actions, including the establishment of committees and the delegation of certain powers to officers. The resolution should clearly state what actions are being authorized and by whom.

  • No, a corporate resolution is not the same as bylaws.

    A corporate resolution is an official decision of a corporation’s board of directors. It can decide on changes in the company’s capitalization or management structure, or it can be a response to an issue that has arisen within the company. A corporate resolution will have been written by executives and approved by most board members, but not necessarily all of them.

    Bylaws are more permanent than corporate resolutions since they are written into the company’s constitution. Bylaws determine how a corporation will be run and are typically written by the lawyers who set up the company’s charter. Bylaws can include procedures for electing new board members, how to handle conflicts between shareholders or management, and the company’s mission statement.

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