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.
The law does not require an LLC Resolution to be notarized or witnessed by any third parties. In concept, there could be a requirement within a certain limited liability company which does require it – but that would be uncommon.
In short, your company can obtain a corporate seal, but in California and New York there is no legal or practical reason to do so.
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.
State corporation statutes continue to authorize corporations to adopt and use corporate seals. But do you really need one for your company? In California and New York, the answer is clearly “no.”
The Corporate Resolution Document Has Several Purposes. It can also be used when new officers, directors or members are being added to or replacing current owners. It is a prerequisite to a Certificate of Incumbency. Unless we have a signed and notarized copy we will not be able to prepare this legal 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.
There are alternatives to a corporate seal for official documentation. ing to state corporation laws, authorized signatures, digital signatures, or embossed stamps can be used as substitutes. These alternatives have legal validity and are recognized as acceptable alternatives to a traditional company seal.
Since the legal requirement for seals was abolished in 1989, we don't see them around much anymore. However, some businesses still like to use them, especially if they are conducting business abroad or if they wish to exude an air of old-world authority.