They provide a clear trail of decisions made by a board, which is essential for legal compliance and accountability. Corporate resolutions also serve as a historical reference for the board's actions, and may be required for certain transactions or financial activities.
Must include the specific date and time when the board met to pass the resolution. Must authorize a specific person or persons by name and title. Must include the types of contracts and agreements the specific individual or individuals can execute on behalf of the corporation.
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.
(b) “Resolution” means an expression of a governing body concerning matters of administration, an expression of a temporary character, or a provision for the disposition of a particular item of the administrative business of the governing body.
The purpose of a corporate resolution form in Florida is to document important decisions made by the corporation's board of directors. This form is used to record corporate actions such as the appointment of officers, adoption of bylaws, changes in corporate structure, and the authorization of major transactions.
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.
The Florida Department of State's Division of Corporations handles Florida business filings. The SunBiz website has all the forms you need to establish a Florida corporation. You are also required to register your business with the Florida Department of Revenue.