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A corporate resolution is typically found in the board meeting minutes, although its form and structure can vary.
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.
Primarily a board resolution is needed to keep a record of two things: To record decisions concerning company affairs (except for shares) made in the board of directors meeting. This is also known as a board resolution. To record decisions concerning company equity made by shareholders of the corporation.
Special resolutions - also known as 'extraordinary resolutions' - are needed for more important decisions or those decisions affecting the constitution of a company. These require at least 75% of the shareholders or directors to agree - and in some situations as much as 95%.
Examples of Actions that Need Corporate ResolutionsApproval of new board members and officers.Acceptance of the corporate bylaws.Creation of a corporate bank account.Designating which board members and officers can access the bank account.Documentation of a shareholder decision.Approval of hiring or firing employees.More items...
Corporate resolutions are required whenever the board of directors makes a major decision. The resolution acts as a written record of the decision and is stored with other business documents. These board resolutions are binding on the company.
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.
Issuing corporate resolutions is one way for corporations to demonstrate independence and avoid piercing the veil. In fact, all states require C-corporations and S-corporations to issue corporate resolutions to document important board of director decisions.
A corporate resolution is a document that formally records the important binding decisions into which a company enters. These decisions are made by such stakeholders as the corporation's managers, directors, officers or owners.