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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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Last Update August 25, 2026

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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. This can include:

  • Opening bank accounts
  • Appointing officers
  • Approving contracts

This document helps your corporation properly document decisions.

Benefits of a Corporate Resolution

A Corporate Resolution helps make sure that your corporation complies with state law. It also 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. It can help you understand what needs to be included in your document.

Corporate Resolution Sample
Get Your Corporate Resolution

When Is a Corporate Resolution Required?

It’s important to draft your Corporate Resolution form clearly and professionally. Follow these steps to write your document:

  1. Mention the corporation: Include the company’s legal name and state of incorporation.
  2. Record meeting details: Specify the date, time, and location of the meeting or written consent.
  3. State the purpose: Use “Whereas” clauses to explain the background or reason for the resolution.
  4. Write the action: Add “Resolved” clauses outlining the decision being approved.
  5. Confirm consent: Indicate that the required number of directors or shareholders approved.
  6. Add signatures: Make sure all the officers or the secretary sign and certify the resolution.

You can also use our Corporate R## When Is a Corporate Resolution Required?

Corporations need a Corporate Resolution Letter when they formally approve and record an important decision.

Below are some of the typical moments when you may need this document:

When Is a Corporate Resolution Required?

Banks often require a Corporate Resolution before:

This gives the institution written proof that the board or shareholders officially approved the transaction.

Corporate Resolution Signing Authority

A resolution is used to grant signing authority to specific officers or directors. It can record who can sign:

  • Contracts
  • Checks
  • Other binding documents

This helps prevent unauthorized actions.

Stock and Ownership Decisions

A Corporate Resolution may also be used to:

  • Issue or transfer shares
  • Approve dividends
  • Admit new investors

It creates a formal record of decisions that affect company ownership or shareholder rights.

Major Business Actions

Resolutions are also used for major decisions that affect the business like:

  • Mergers
  • Acquisitions
  • Property purchases or sales
  • Changes to corporate bylawssolution template to help you create this document in just a few minutes.

Once it’s ready, we recommend having a legal professional review it. You can then store your Resolution in the corporation’s records for future reference.

Difference Between Corporate Resolution and Member Resolution

Both a Corporate Resolution and a member resolution indicate formal business decisions. The key difference lies in who authorizes them:

Corporate ResolutionMember Resolution
Used by corporationsUsed by LLCs
Approved by the board of directors or shareholdersApproved by members
Guided by bylaws and state corporate lawGuided by the operating agreement

How To Write a Corporate Resolution

It’s important to draft your Corporate Resolution form clearly and professionally. Follow these steps to write your document:

  1. Mention the corporation: Include the company’s legal name and state of incorporation.
  2. Record meeting details: Specify the date, time, and location of the meeting or written consent.
  3. State the purpose: Use “Whereas” clauses to explain the background or reason for the resolution.
  4. Write the action: Add “Resolved” clauses outlining the decision being approved.
  5. Confirm consent: Indicate that the required number of directors or shareholders approved.
  6. Add signatures: Make sure all the officers or the secretary sign and certify the resolution.

You can also use our Corporate Resolution template to help you create this document in just a few minutes.

Once it’s ready, we recommend having a legal professional review it. You can then store your Resolution in the corporation’s records for future reference.

Difference Between Corporate Resolution and Member Resolution

Both a Corporate Resolution and a member resolution indicate formal business decisions. The key difference lies in who authorizes them:

Corporate ResolutionMember Resolution
Used by corporationsUsed by LLCs
Approved by the board of directors or shareholdersApproved by members
Guided by bylaws and state corporate lawGuided 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

Still have doubts about using a Corporate Resolution? 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:

  1. Been signed by the appropriate officers, directors, or shareholders
  2. 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. Certain banks or agencies may also request it for an added layer of validity.

You should never backdate Corporate Resolutions. It should always reflect the actual date when the decision was approved.

Backdating 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.

Preview of your Corporate Resolution

CONSENT TO ACTION WITHOUT MEETING OF THE SOLE DIRECTOR
Written consent to action without meeting by the sole director of _________ (the "Corporation"), given this ________ day of ________________, ________.
BACKGROUND:
1. The Corporation is a corporation duly organized and existing under the laws of the State of California.
IT WAS RESOLVED THAT:
1. Any one director or officer of the Corporation is hereby authorized to sign all documents and take any actions necessary or advisable to implement and carry out the foregoing resolution.
2. Dated in the State of California on the ________ day of ________________, ________.

_______________________________ (Signature)
_________
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