A corporate resolution is a written document created by the board of directors of a company detailing a binding corporate action. A board of directors is a group of people that act as a governing body on behalf of the shareholders of a company.
Guidelines for Valid Corporate Resolutions. The certification must bear an original signature by an officer of the corporation, (preferably the secretary), and this signature must be someone other than the person who signed the RFP, RFQ, RFI, etc.
A resolution, on the other hand, describes one action taken by the board at a meeting, is prepared separately during the meeting, and is attested to by the secretary of the corporation before the president approves it.
A corporate resolution document does not need to be notarized, although if it involves other transactions then those might have to be notarized. Once the document has been signed off and dated by the chairperson, vice-chairperson, corporate treasurer, and secretary, it becomes a binding document.
A corporate resolution is a formal declaration of intent or decision made by a board of directors. It serves as a documented record of the board's actions and decisions, outlining their commitments, approvals, or directives.
Unlike corporations, LLCs don't need to file business resolutions with the state. Single-member LLCs (SMLLCs) can also use business resolutions, even though there is no chance of disagreement among the members.
Typically, a board of directors will create corporate resolutions and sign them at a board meeting. Before the meeting, all board members should receive a meeting agenda that includes any decisions or actions to be resolved. Resolutions must follow a format approved by the state where the business is registered.
A board resolution is sometimes called a corporate resolution or directors' resolution. Simply put, a board resolution is a formal document of a board's decision.
Your Articles of Incorporation may need to include additional items that specifically apply to your situation. The Department of Business Services strongly recommends that legal counsel reviews all documents before submission. The Department of Business Services is an administrative filing agency.