Corporate Resolution Form
A Corporate Resolution records important decisions made by a corporation’s board of directors or shareholders. It outlines actions such as opening bank accounts, approving contracts, or appointing officers. Having this document serves as official authorization documentation.
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What Is a Corporate Resolution?
A Corporate Resolution is a legal document that records the decisions made by a corporation’s board of directors or shareholders.
This Corporate Resolution document authorizes the company to take specific actions, such as opening bank accounts, appointing officers, or approving contracts.
By using this document, your corporation can guarantee that decisions are properly documented and legally valid.
Benefits of a Corporate Resolution
If you’re wondering, “Why is a Corporate Resolution important?”, simply put, a Corporate Resolution helps make sure that your corporation complies with state laws and reassures third parties like banks or investors that actions are properly authorized.
Specifically, by using a Corporate Resolution, you will get:
- Accountability
- Legal proof of authority
- Organized records
- Liability protection
- Smoother business operations
Corporate Resolution Sample
Below, you can review a Corporate Resolution example to understand what needs to be included in your document.
Then take advantage of our Corporate Resolution template to help you create your own document.

When Is a Corporate Resolution Required?
A Corporate Resolution Letter is needed whenever a corporation makes significant decisions that must be formally approved and recorded.
Below are some of the typical moments when you may need this document:
Corporate Banking Resolution
Banks often require a Corporate Resolution before opening or closing a business account, approving loans, or authorizing credit. This makes sure the institution has written proof that the board or shareholders officially approved the transaction.
Corporate Resolution Signing Authority
A resolution is needed to grant signing authority to officers or directors. By using this document, you can formally record who can sign contracts, checks, or other binding documents on behalf of the company, protecting against unauthorized actions.
Stock and Ownership Decisions
Issuing or transferring shares, approving dividends, or admitting new investors usually requires a Corporate Resolution document. As these actions affect ownership structure, they must be written down to remain legally valid and transparent to regulators and shareholders.
Major Business Actions
Resolutions are also used for mergers, acquisitions, property purchases or sales, and changes to corporate bylaws. Documenting these decisions provides legal proof of authorization and strengthens the management system within the corporation.
How To Write a Corporate Resolution
It’s important to draft your Corporate Resolution form clearly so it serves as valid proof of authorization without any doubts. Follow these steps to write your document:
- Mention the corporation: Include the company’s legal name and state of incorporation.
- Record meeting details: Specify the date, time, and location of the meeting or written consent.
- State the purpose: Use “Whereas” clauses to explain the background or reason for the resolution.
- Write the action: Add “Resolved” clauses outlining the decision being approved.
- Confirm consent: Indicate that the required number of directors or shareholders approved.
- Add signatures: Make sure all the officers or the secretary sign and certify the resolution.
Use our Corporate Resolution template to help you create this document, before having it reviewed by a legal professional to ensure it’s ready to put into effect.
Once it’s ready and has been used, store your Resolution in the corporation’s records for future reference.
Difference Between Corporate Resolution and Member Resolution
While both a Corporate Resolution and a member resolution indicate formal business decisions, the key difference lies in who authorizes them.
| Corporate Resolution | Member Resolution |
|---|---|
| Used by corporations | Used by LLCs |
| Approved by the board of directors or shareholders | Approved by members |
| Guided by bylaws and state corporate law | Guided by the operating agreement |
Other Business Documents
There are other business documents that you can use in similar situations. Manage your company, corporation, or other type of business with the following agreements and documents:
FAQs About Corporate Resolution
If you still have any doubts about using a Corporate Resolution, you can review the answers to the following frequently asked questions below.
In most cases, a Corporate Resolution Letter does not need to be notarized. It is usually considered valid once it’s been signed by the appropriate officers, directors, or shareholders and entered into the company’s official records.
However, there are banks, government agencies, or third parties that may ask for notarization for added verification. Before using your document, you should check the specific requirements of the institution or state where the resolution will be used.
A corporate seal is not legally required for a Resolution to be valid in most states.
However, some corporations still use a seal as a traditional formality, and certain banks or agencies may request it for an added layer of validity.
Corporate Resolutions should always reflect the actual date when the decision was approved.
Backdating is generally not recommended and may create legal or compliance issues if challenged.
If a Resolution was missed at the time of the decision, the board can instead create a “ratifying resolution” to point out that an action has already taken place.
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