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.
Fill forms in a few steps
Save, print & download
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. 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.

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:
- 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.
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:
- Opening or closing a business account
- Approving loans
- Authorizing credit
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 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 |
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:
- 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.
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 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
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:
- Been signed by the appropriate officers, directors, or shareholders
- 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.
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
