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Corporate Resolution Form PDF Template

What Is a Corporate Resolution Form?

A Corporate Resolution Form is a formal, written statement detailing a specific decision made by the board of directors of a corporation. This document serves as an official record of significant decisions or actions that the corporation undertakes. Given the hierarchical structure of corporations, not every decision necessitates a corporate resolution; instead, they're often reserved for decisions beyond the scope of daily operations.


Key Components of a Corporate Resolution Form

  1. Name of the Corporation: The official name of the corporation making the resolution.

  2. Date of Resolution: The specific date when the board approved the resolution.

  3. Purpose: A clear and concise statement indicating the reason for the resolution.

  4. Details of the Resolution: A specific description of the action or decision that the board has agreed upon.

  5. Board Approval: An affirmation that the board of directors has duly approved the resolution, usually indicated by signatures from relevant corporate officers such as the president, secretary, or chairman of the board.

  6. Certification: A statement, usually from the corporate secretary, certifying that the resolution is genuine, was duly adopted, and aligns with the corporation's bylaws.

Common Scenarios for Using a Corporate Resolution Form

  1. Opening Bank Accounts: When a corporation decides to open a bank account, the bank might require a corporate resolution indicating that the decision was made with the board's approval.

  2. Major Financial Decisions: This can include taking on debt, issuing additional shares, major asset purchases, or making significant investments.

  3. Appointment or Removal of Officers: Decisions related to the appointment, removal, or changes in compensation of high-ranking company officers might necessitate a resolution.

  4. Mergers and Acquisitions: If a corporation decides to merge with another company or acquire another business, a corporate resolution will often be required to formalize the decision.

  5. Expansion or Relocation: Major decisions about expanding, relocating, or closing significant portions of the business might be captured in a resolution.

  6. Amending Bylaws: Changes to the corporation's bylaws or articles of incorporation would typically be documented through a corporate resolution.

Key Purposes of a Corporate Resolution Form

  1. Official Record: The resolution provides an official, documented record of significant decisions, ensuring clarity and transparency.

  2. Legal Requirement: Depending on the jurisdiction, certain corporate actions might legally require a formal corporate resolution.

  3. Internal Governance: The process of drafting, reviewing, and adopting resolutions can serve as an internal governance check, ensuring that major decisions align with the corporation's broader goals and bylaws.

  4. Third-party Interactions: External entities, such as banks, investors, or regulatory bodies, might require a corporate resolution as proof that the corporation's board has authorized a particular action.

A Corporate Resolution Form is an essential tool for the structured and compliant operation of a corporation. By ensuring that major decisions are formally recorded and approved, it upholds the integrity of the corporation's decision-making process, provides clarity to internal and external stakeholders, and meets legal and regulatory requirements.


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