Corporate Resolution

Corporate resolutions are standard business documents in different institutions and organizations, whether private, public, government-owned, or non-profit organizations, covering a variety of actions. These resolutions allow businesses to make decisions through a written agreement, following specific requirements that ensure everything is clear, complete, and accurate.

[bb_toc content=”][/bb_toc]

Corporate Resolution Definition & Meaning

Corporate resolutions are records of any pivotal decisions of the board of directors during business meetings for shareholders, serving as compliance records that give the company a complete archive of decisions.

These business documents are legally written documents corporations use that signify a binding decision on behalf of the organization.

What Is A Corporate Resolution?

A corporate resolution is a legal document composed and authorized by the members of a board of directors with the intent to describe and declare major business decisions while explaining and discussing the persons who can legally sign contracts, make assignments, sell or purchase estates, lease properties, and determine other decisions according to business processes and transactions. Different businesses utilize various formats and models of corporate resolutions but prove to be more beneficial to those corporations with multiple shareholders and show the independent action of separating the entities and liabilities between corporations and owners. The document also provides opportunities for the board of directors and shareholders to influence and persuade owners about possible business initiatives to record vital decisions and initiate change within a corporation through board meeting minutes differing in construction.

10 Types of Corporate Resolution

Wyoming Corporate Resolution

In Wyoming, there are initial requirements that individuals must accomplish before they can establish a corporation, considering costs and bylaws, listing officers, stocks, and registered agents. Wyoming permits the creation of corporations by professionals, including accountants, attorneys, or physicians, to form professional corporations. A corporation must undertake certain steps to continue to keep the business in compliance with preserving corporation rights for its owners, including a Wyoming corporate resolution that contains information about the articles of incorporation and their amendments, bylaws or restated bylaws and their amendments, adopted resolutions, shareholder meeting minutes, and records of actions.

Wisconsin Corporate Resolution

The initial requirement to create a corporation in Wisconsin is to provide and file an article of incorporation, along with the bylaws and resolutions authorized and signed by the board of directors. Ensure that the corporation’s bylaws state the authority, rights, and responsibilities of shareholders and directors, state the processes of running the corporation, and provide additional documentation, including licenses and permits, tax registration certificates, federal employer number, and seller’s permit, or zoning permit. The corporation also submits a Wisconsin corporate resolution for any amended bylaws, restated bylaws, or articles of incorporation that contain the signatures of shareholders and board members.

Washington Corporate Resolution

In the state of Washington, a corporation (profit or non-profit) must follow the Revised Code of Washington under Title 23, 23B, and 24 for corporation laws regarding the requirements, qualifications, and actions to enable the establishment of a corporation. The Washington corporate resolutions contain information about the corporation regarding vital decisions and actions affecting the corporation, regarding lease contracts, opening and closing of accounts, and other matters. The corporate resolution allows the corporation to address legal matters accordingly by having the records in their archives.

Virginia Corporate Resolution

Corporate resolutions are part of corporate records that corporations use as records of pivotal decisions coming from shareholders and the board of directors. A Virginia corporate resolution follows the Code of Virginia under Title 13.1, Chapter 9, Article 18, entitled Corporate Records, with the corporate resolutions adopted by the board of directors by fixing relative rights, preferences, and limitations in pursuance of outstanding resolutions. In writing the corporate resolutions, make sure to follow the corporate and executive laws of a specific jurisdiction.

Corporate Board Resolution

A corporate board resolution is a formal document that serves as evidence of actions, topics, and matters that the board of directors and shareholders of a corporation held during its meetings. An individual can use the resolution for investigations, settlements, or mediation procedures to claim insurance and other benefits when some discrepancies or misunderstandings arise from the decisions. The corporate board resolution also deals with topics in expanding, hiring, or letting go of employees, discussing the breach of contracts, warning procedures, job requirements, and resume formats.

Texas Corporate Resolution

The state of Texas provides a blank form that corporations can use to create their resolutions following their state laws to help corporations set up valid, legal, and enforceable resolutions. The corporate resolution requires the corporation to provide data about the decisions and actions that the shareholders and board of directors agreed upon during a meeting. The document itself can have the support of meeting minutes that a secretary of a corporation records to support the Texas corporate resolution.

California Corporate Resolution

A California corporate resolution is a formal document that the board of directors uses to adopt consent and agreement for a corporation between the parties of the corporate resolution. The supervisor responsible for drafting the resolution must include items such as the date, time, meeting location, and the details about the decisions and resolutions that the members agreed on during the meeting. The California corporate resolution also goes by corporate organizational minutes and resolution that benefits the corporation in various matters, including taxable offenses, waivers, disputes, and insolvency issues.

Georgia Corporate Resolution

Georgia corporate resolutions are legal documents that corporation directors and shareholders utilize to document or record actions, decisions, and other matters that are influential to the functions of a corporation. The resolution must consist of components that provide the necessary information to help the reader understand the document, including the date, time, meeting place, actions, decisions, and the authorized entities acting in the agreement. The corporation must then have a copy of the resolution to support and act as evidence for legal matters.

Nevada Corporate Resolution

In the state of Nevada, people must follow the Nevada Revised Statutes Chapters 78 through 94, covering the various requirements, qualifications, and actions that individuals must accomplish to establish a corporation. The Nevada corporate resolution must consider the bylaws and articles of incorporation, including their amendments, keeping all the necessary files on record to address legal matters in the future. The supervisory entity must have a record of the meeting under its minutes for record-keeping to support the process of creating the corporate resolution.

Colorado Corporate Resolution

Under the 2016 Colorado Revised Statutes, corporations can use corporate records as evidence for legal matters concerning various matters by providing a true certified copy from records. A Colorado corporate resolution represents a legal document authorized by the board of directors and stakeholders containing information about vital business decisions and actions that can affect the organization. A corporation can use the resolution when recording meetings or special meetings with shareholders and the board of directors with concerns about business operations in a specific and pre-determined location.

Corporate Resolution Uses, Purpose, Importance

The principal decisions that shareholders and the board of directors make must be on record and be a part of the corporate resolution of the corporation. Board members and shareholders must make the best decisions in the corporation’s best interest.

Ensures the Accountability of Shareholders or Board Members

Having the corporate resolution guarantees that shareholders and board members are accountable for the decisions and actions they make on behalf of the corporation. It is valuable to have it on record when there is a violation of various laws and regulations. Doing so ensures that they uphold fiduciary responsibilities.

Provide Paper Trail for Made Decisions

The organization keeps copies of the corporate resolution for each meeting that shareholders and board members make to address various issues and interests of the corporation. These records serve as valuable information and evidence if the need arises. Corporations can present the resolution copy for diverse purposes, including supporting documents to claim insurance and waivers from different organizations or businesses, tending to problems or issues.

Limited Personal Liability

The corporate resolution implements the limitation of liability to the corporation owners. The clause states that the owners are not personally liable for the debt or penalties of a corporation since they are separate and distinct entities. For there to be a maintenance of the separation of identity, the corporation itself must act independently from its owners.

Compliance Documents

A corporate resolution is a document that the state laws require for the most pivotal decisions and actions from the shareholders and the board of directors. It helps the board to uphold their responsibilities to the corporation’s shareholders when the activities manifest themselves. Each state has its laws about corporate resolutions, and the board members are responsible for ensuring that they follow these regulations.

Open and Close Financial Accounts

The corporate resolution is also a requirement for government agencies to grant the opening or closing of bank accounts under the corporation. The board of directors discusses the opening or closing of financial accounts during financial meetings, and the corporation resolution records the member’s decision about the matter. The document records whether or not there is an agreement or disagreement between the members participating in the decision-making process.

What’s In A Corporate Resolution? Parts?

Date of the Resolution

The first part of the corporate resolution is the date when all members agree on the contents. The approval date of the resolution is vital for record-keeping purposes to verify the timeline of events.

Title of the Resolution

The resolution title is a short phrase to represent the document. It is ideal for the corporate resolution to have a title that resonates with the purpose and contents of the document.

Location/State

The corporate resolution must incorporate the precise meeting place between the board of directors. It must register the specific state where the development of the resolution happens to satisfy the laws and regulations of the area.

Intentions

It contains the list of intentions the board of directors has for writing the resolution. Each section must start with a word, whereas, to represent the intentions of the board.

Statement of Consent

The statement of consent declares the consent and agreement of the members to participate in the resolution. If all board members agree to pass the document, the supervising body can incorporate it into the resolution, and if there are members that do not agree, list their names.

Statement of Resolution

Include the statement of resolution by mentioning that an issue or subject has reached its conclusion. It represents that the board is in agreement on changing and concluding a specific situation.

Signatures

The signature section must include all the names of the board members participating during the resolution proceedings. The person signs their name on the document, along with the date of the signing.

How To Design a Corporate Resolution?

1. Determine the Corporate Resolution Size
2. Specify the Purpose of Creating the Corporate Resolution
3. Select the Corporate Resolution Templates
4. Indicate the Name of the Company
5. Provide Further Legal Identification
6. Specify the Date, Time, and Location
7. Outline the Board Resolutions
8. Sign and Date the Resolution

Corporate Resolution Vs. Article of Incorporation

Corporate resolutions are business documents that record the actions a corporation makes after its formation without the requirement of government filling.

Articles of Incorporation are legal documents that a business needs to file to state offices to verify the legitimacy and legality of the operating corporation.

What’s The Difference Between Corporate Resolution, Operating agreements, and Bylaws?

Corporate resolutions are documents that record and detail the principal decisions of the board of directors or shareholders through business meetings.

Operating agreements outline the relationship between business owners, describing the corporation’s management plans, voting rights, and budget allocations.

Bylaws are the governing rules and regulations operating a corporation, whether profit (e.g., housekeeping, math experts) or non-profit (e.g., church, NGOs).

Corporate Resolution sizes

Corporate resolutions are legal and written documents that corporations use to detail the decisions and actions of the board of directors affecting the corporation’s operations. As such, there are standardized corporate resolution sizes, including letter, legal, and A4 papers.

• Letter (8.5 x 11)
• Legal (8.5 x 14)
• A4 (8.3 × 11.7)

Corporate Resolution Ideas & Examples

Corporate resolutions follow the state laws and regulations of the jurisdiction in which the corporation develops the document. The section below details various corporate resolution ideas and examples according to the states in which they are present.

• Corporate Resolution Ideas and Examples
• Delaware Corporate Resolution Ideas and Examples
• Alabama Corporate Resolution Ideas and Examples
• Alaska Corporate Resolution Ideas and Examples
• Arizona Corporate Resolution Ideas and Examples
• Connecticut Corporate Resolution Ideas and Examples
• Florida Corporate Resolution Ideas and Examples
• Hawaii Corporate Resolution Ideas and Examples
• Idaho Corporate Resolution Ideas and Examples
• Illinois Corporate Resolution Ideas and Examples
• Iowa Corporate Resolution Ideas and Examples

FAQs