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Although articles of incorporation are an important part of corporate governance just like corporate resolutions, these are two very different legal documents. A corporation's articles of incorporation register the business with the state and proves that it is a legitimate, legally operating business.
Companies may file a print of the resolution rather than the resolution itself, but the print must be signed by a director or the company secretary.
A resolution might outline the officers that are authorized to act (trade, assign, transfer or hedge securities and other assets) on behalf of the corporation. The resolution would outline who is authorized to open a bank account, withdraw money, and write checks.
Corporate resolution (also known as a board resolution) is a written legal document, issued by the board of directors of a corporation, documenting a binding decision made on behalf of the corporation.
Bylaws are prepared and adopted when the corporation is first formed and set forth the overall rules for how the corporation is governed. Resolutions are prepared from time to time, as needed, to document important corporate decisions.
A corporate resolution is the legal document that provides the rules and framework as to how the board can act under various circumstances. Corporate resolutions provide a paper trail of the decisions made by the board and the executive management team.
How To Write a Corporate Resolution Step by StepStep 1: Write the Company's Name.Step 2: Include Further Legal Identification.Step 3: Include Location, Date and Time.Step 4: List the Board Resolutions.Step 5: Sign and Date the Document.
The Difference Between Resolutions and BylawsBylaws document the rules for how the corporation shall be governed. Resolutions are prepared as needed to document important decisions and actions taken by the board of directors on behalf of the corporation.
The board members need to sign the board resolution. The President and Secretary only need to sign when the resolution is certified. But they can sign an uncertified board resolution as well, but it is not required.
The exact form of a corporate resolution is determined by your state's business services department, but in general, a corporate resolution must include:The date of the resolution.The state in which the corporation is formed and under whose laws it is acting.More items...?