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[Name], Corporate Secretary
Date:
Most boards write their first corporate resolution because someone outside the company asked for one. A bank will not open an operating account without a resolution naming the authorized signers. A lender will not close without one authorizing the borrowing. An auditor asks for the resolution behind a transaction from last year.
A corporate resolution is a written record of a decision the board of directors formally adopted. It states what the board authorized, who may act on it, and that the decision was made at a meeting where quorum was present.
Below is a corporate resolution template you can copy, along with the parts that matter most to the party requesting it.
Key Takeaways
- A corporate resolution is a written record of a decision formally adopted by a board of directors, used to evidence that the board authorized a specific action.
- A complete corporate resolution contains the company name, a resolution number, the meeting date, a statement that a quorum was present, whereas clauses, resolved clauses, and a secretary's certification.
- Whereas clauses state the background and reasoning behind a decision, while resolved clauses state the specific action the board is authorizing and who may carry it out.
- Banks, lenders, title companies, and auditors are the parties that most often request a corporate resolution, usually as a condition of completing a transaction.
- A corporate resolution records a decision rather than creating the authority to make it, which comes from the bylaws and the state statute governing the corporation.
What is a Corporate Resolution?
A corporate resolution, board resolution, or board of directors’ resolution is a formal document recording decisions made by a company’s board of directors.
The resolution iteself does not create the board’s authority to act. That authority comes from the corporation’s bylaws and the state statute it is organized under. What the resolution does is prove the board exercised that authority on a specific date, which is what a bank, lender, or auditor is actually asking for.
Why are Corporate Resolutions Important?
A corporate resolution is the product of a board vote and it serves four purposes:
- Record Key Decisions: A corporate resolution documents significant decisions made by the board or shareholders, ranging from strategic plans and financial transactions to corporate structure or leadership changes.
- Establish Accountability: By detailing who made the decision, when, and under what circumstances, resolutions establish accountability within the org.
- Evidence Compliance: The corporate resolution shows the action was taken consistently with the articles of incorporation and bylaws.
- Provide Transparency: A corporate resolution offers a transparent view of decision-making, fostering trust and confidence in the company’s ops.
Types of Corporate Resolutions
Boards adopt resolutions for a narrow set of recurring situations, and in most of them a specific outside party is the reason the document exists.
| Resolution Type | When a Board Uses It | Who Usually Asks for It |
|---|---|---|
| Banking | Opening or closing an account, and naming who may sign on it | The bank, before it will open the account |
| Officer appointment | Electing, appointing, or removing an officer of the corporation | Counsel, auditors, and the state filing |
| Borrowing | Authorizing a loan, line of credit, or pledge of assets | The lender, as a condition of closing |
| Real property | Buying, selling, or leasing property | Title company, counsel, counterparty |
| Contract authorization | Approving an agreement above a threshold set in the bylaws | The counterparty or internal finance |
| Stock issuance | Issuing shares, options, or approving a stock plan | Counsel, transfer agent, auditors |
| Ratification | Confirming actions already taken by officers | Auditors and diligence teams |
Corporate Resolution Template
Copy the template below and replace the bracketed text. The sections after it explain what each clause is doing and where boards most often get it wrong.
CORPORATE RESOLUTION OF [COMPANY NAME]
A [State] corporation
At a [regular / special] meeting of the Board of Directors of [Company Name], duly called and held on [Date] at [location or videoconference], at which a quorum was present and acting throughout, the following resolution was adopted:
WHEREAS, [state the background fact or circumstance prompting the decision]; and
WHEREAS, [state any additional context, authority, or rationale]; and
WHEREAS, the Board of Directors has determined that [the proposed action] is in the best interests of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that [state the specific action being authorized, including amounts, parties, and limits];
RESOLVED FURTHER, that [title of authorized officer] is hereby authorized and directed to execute and deliver, on behalf of the Corporation, any documents and to take any actions necessary to carry out the foregoing resolution; and
RESOLVED FURTHER, that all actions previously taken by the officers of the Corporation in connection with the foregoing, consistent with its intent, are hereby ratified, confirmed, and approved.
CERTIFICATION
I, [Name], Secretary of [Company Name], certify that the foregoing resolution was duly adopted by the Board of Directors at a meeting held on [Date], that a quorum was present, and that the resolution has not been amended or rescinded and remains in full force and effect.
[Name], Corporate Secretary
Date:
This template is provided for general informational purposes and is not legal advice. Resolution requirements vary by state and by entity type. Have counsel review any resolution before it is adopted, particularly where the action involves borrowing, issuing stock, or amending governing documents.
1. Title and Date
The title of a corporate resolution should be clear, specific, and descriptive, allowing anyone reading the resolution to understand its focus.
Two dates matter and they are not always the same: the date of the meeting where the board voted, and the date the resolution was adopted if the board acted later by written consent. A requesting party will compare the meeting date against the minutes, so recored both.
2. Preamble
The preamble is the introductory section of a corporate resolution. It sets the stage for the resolution by providing context and background information. It also states that the meeting was duly called and that a quorum was present and acting throughout. Those two phrases are what a bank’s legal team looks for first, and a resolution missing them often gets sent back.
3. Whereas Clauses
This section elaborates on the reasons and considerations for a resolution. Each “whereas” statement provides background information and context. Keep them factual — a whereas clause that argues the merits of the recision rather than stating the circumstances behind it gives a future adversary something to quote.
4. Resolved Clauses
The resolved clauses state what the board is authorizing. Each one should name the action, the amount or limit, the officer permitted to carry it out. “The board authorizes the Chief Financial Officer to open an operating account at [Bank] and designates the CFO and the Treasurer as authorized signers” is usable. “The board approves the baking relationship” is not, because it leaves the bank without a name to accept a signature from.
5. Signatures
In the signatures section, authorized individuals sign the resolution to validate it. Include spaces for the signatures of key personnel, such as the board chair or secretary of the board. Ensure the individuals making the decision have the authority to do so, ideally documented in a board resolution for signing authority, under the company’s governing documents.
In practice the corporate secretary signs the certification confirming the resolution was adopted, and that signature is what most request parties rely on. Some lenders additionally require every director who voted to sign.
6. Certification
The certification is a short statement from the corporate secretary confirming three things: the resolution was duly adopted at a meeting on a stated date, quorum was present, and the resolution has not since been amended or rescinded. That last clause is the one boards forget, and it is the one that tells a bank the document is still good.
How to Store and Retrieve Corporate Resolutions
Resolutions get requested years after they are adopted, usually by someone on a deadline. The common failure is not that the resolution was written badly. It is that non one can find it, or that the copy someone finds cannot be tied back to the meeting and the vote that produced it.
Three practices prevent that: Number every resolution sequentially by year so a gap is visible, store resolutions alongside board meeting minutes that adopted it rather than a separate folder, and keep resolutions permanently, because there is no point at which a record of board authority stops being useful.
A board management platform handles this by keeping the resolution, motion, vote count, and minutes in one governed record, so producing a certified copy is a search rather than an excavation.
Find Any Past Resolution in SecondsA demo shows how resolutions, motions, votes, and minutes stay connected in one governed record, and how a director or auditor retrieves a decision from three years ago without asking anyone to go looking.
Schedule a DemoAbout The Author
- Gina Guy is an implementation consultant who specializes in working with nonprofit organizations get the most from their board meetings. She loves helping customers ease their workloads through their use of OnBoard. A Purdue University graduate, Gina enjoys refinishing furniture, running, kayaking, and traveling in her spare time. She lives in Monticello, Indiana, with her husband.
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