When there is board of directors in a company and they make frequent decisions that are important for the company’s future or legal existence, it’s important to record those decisions and in case there is a conflict or problem, specific board members can be held responsible for the situation. These decisions are document on a legal document commonly known as corporate resolution form.
Importance of Corporate Resolution Form:
A corporate resolution form is a very important legal document of any corporation. There are couples of aspects that prove its importance but the most important factor is that a corporate board is completely different and separate of the ownership of a company. This means the ownership can’t be held responsible for any decisions made by the corporate board. This legal resolution form is used specifically for this purpose. When there is an important decision to be made, a board meeting is called and the agenda is discussed among them. Then, they are asked to either vote in favor of the decision or disagree with it.
A corporate resolution form includes all these details of when the decision was made, who was at the meeting and which ones voted in favor of the decision. This form is only applicable to important decisions i.e. opening a new bank account, hiring new board officers, shifting office location, merger or transfer of production unit. For more of day to day decisions, corporate board authorizes an officer i.e. CEO to make less important decisions i.e. hiring of new employees, taking on a new client.
Free Corporate Resolution Forms
Download our collection of Corporate Resolution Forms to assist you in selecting a best possible Form for your purpose.
Guidelines on what to include in a Resolution Form:
- Basics of the corporate resolution:
This part is pretty explanatory as it will include all the basic information about when the resolution was passed i.e. date and time of the meeting, who called the meeting i.e. chairman of the board, where the meeting was held i.e. company’s head office or some other place and the specific company laws that allowed board members to hold the meeting.
- Title of the resolution form:
There are basically hundreds of types of corporate resolution forms and you will not find a generic resolution form anywhere because this document has important legal value which means it needs to be named specifically for its purpose. For instance, if the board passed resolution to open a new bank account or authorize someone new to use the bank account, it needs to be written in bold letters on the top of the document. Because a generic resolution form doesn’t have same legal value as a specific form, it’s highly recommended to give appropriate title to the form.
- List of board members signing or agreeing with the resolution:
The basic purpose of a corporate resolution form is to put responsibility of decision making at the shoulders of board members and it can’t be done without mentioning who was presented at the board meeting. When drafting a resolution form, it’s important to enlist names of all the board members that took part in the voting. In case the voting was unanimous, just the names of board members are enough but in case the voting was not unanimous, it’s vital to put the decision or vote of each member in front of their names.
- Bottom line statement stating the action(s) to be taken:
This is the last part of a corporate resolution form and this is where the final action is stated. For instance, if board members voted to sell company property, this part of the resolution will state that by authorization and consent of all board members, it’s decided to sell ‘ABC’ property either by bidding or to anyone who comes first with an offer. The same thing goes with any type of resolution i.e. new policy making, merger with another company, hiring of new board officers or executives or even closing of a company.
- Signatures of authorized members or officers:
It is important to understand that a corporate resolution is not signed by all the board members involved in the decision or policy making but the signature of the officer i.e. CEO or director of the board is acceptable as well. The person who is signing the resolution should be authorized by the board members to sign these resolutions on behalf of all the members.