Generate Corporate Resolution
A corporate resolution is used to record corporate actions voted by the board of directors in a meeting. It is necessary for the company to document and approve every significant corporate action, including entering into contracts, replacing officers, and purchasing properties.
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Answer simple questions to generate your personalized Corporate Resolution.Last Updated February 2023
What is a Corporate Resolution?
A corporate resolution is a formal document used to record significant decisions made by the board of directors or managing members of a company. It provides an official written record of corporate actions such as entering into contracts, appointing or removing officers, authorizing the purchase of property, and other major business decisions.
These documents are often required by banks, government agencies, and the Internal Revenue Service (IRS) as evidence that a corporate action was properly authorized. If you run an LLC, resolutions are not mandated, but they can still be documented as wished.
When do I need a Corporate Resolution?
Opening a bank account: Many banks require a corporate resolution to confirm who is authorized to open accounts or sign checks on behalf of the company.
Entering into major contracts: A resolution authorizes specific individuals to sign contracts on behalf of the corporation.
Purchasing or selling property: Real estate transactions typically require a board resolution to prove the company has authorized the transaction.
Appointing or removing officers: Any change to company leadership should be documented with a resolution.
Frequently Asked Questions
Yes. Once properly adopted and recorded, a corporate resolution is a legally binding document that authorizes specific individuals or actions on behalf of the company. Third parties such as banks and courts rely on resolutions as proof of corporate authority.
LLCs are generally not legally required to adopt formal resolutions, but it is still good practice to document major decisions. Banks and lenders may request an LLC resolution when opening accounts or processing large transactions.
A corporate resolution is typically signed by the company's secretary and the managing members or directors who voted to adopt it. The exact requirements depend on your state and the company's bylaws.
Corporate resolutions should be kept in the company's official minute book or records binder along with other corporate documents such as the articles of incorporation, bylaws, and meeting minutes. They should be accessible for audits or legal inquiries.
