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.

Trusted by 4,578 users.

update icon

Last Update March 4th, 2026

Fill forms in a few steps

Fill forms in a few steps

Save, print & download

Save, print & download

Done in 5 minutes

Done in 5 minutes

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.

view preview icon
Corporate Resolution Sample

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:

  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.

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.

Does a Corporate Resolution Need to Be Notarized?

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.

Does a Corporate Resolution Need a Corporate Seal?

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.

Can You Back Date a Corporate Resolution?

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.

view preview icon
Corporate Resolution Sample

You are only a few steps away from your own Corporate Resolution!


Download our professional examples

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)
_________
Try Lawdistrict Now

Instant and complete access to our entire library of legal forms

Edit, download and print in PDF from any device

Save time and money on legal document creation