Additionally, your S corporation must hold an organizational meeting (initial meeting of directors) where you adopt bylaws and undertake other initial corporate actions (such as appointing officers and approving a resolution to open a business bank account).
Examples of corporate resolutions include the adoption of new bylaws, the approval of changes in the board members, determining what board members have access to certain finances, such as bank accounts, deciding upon mergers and acquisitions, and deciding executive compensation.
Typically, corporations require these documents when an agreement between the owners and the board may enable business transactions and decisions.
Steps to Write a Corporate Resolution Write the Company's Name. Indicate Further Legal Identification. Include Location, Date, and Time. List the Board Resolutions. Sign the Document and Write the Document.
The title of the resolution must appropriately reflect the intent. Resolutions begin with "Whereas" statements, which provides the basic facts and reasons for the resolution, and conclude with "Resolved" statements which, identifies the specific proposal for the requestor's course of action.
Essentially, a board of directors must use a corporate resolution to document all corporate actions, which creates accountability for the board's decisions. A corporate resolution is considered a binding document, so it's stored in the corporate records book after the board members sign it.
One major advantage of an S corporation is that it provides owners limited liability protection, regardless of its tax status. Limited liability protection means that the owners' personal assets are shielded from the claims of business creditors—whether the claims arise from contracts or litigation.
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.
Step 7: File Form 2553 This form will allow your Texas corporation to elect to be an S corporation. To complete Form 2553, you'll need: The address and name business address. The date of incorporation.