Corporation - Resolution
What is this form?
The Corporation - Resolution form is a legal document that allows shareholders and/or directors of a corporation to adopt a formal resolution during a regular or special meeting. This resolution may address various actions, such as approving budgets or major business decisions, setting it apart from other organizational documents like bylaws or articles of incorporation. Utilizing this form ensures that the adopted resolutions are documented and compliant with corporate governance standards.
What’s included in this form
- Name of the corporation.
- Details of the shareholders and/or directors involved in the resolution.
- Specific action or decision being adopted.
- Date and details of the meeting when the resolution was passed.
- Signatures of shareholders and directors to validate the resolution.
- Signature of the secretary to attest the resolution.
When to use this form
This form is used when a corporation needs to document important decisions made by its shareholders or directors. Examples include adopting changes to the corporate structure, approving new operational strategies, or confirming the appointment of executive officers. The resolution helps keep accurate records of corporate actions that are necessary for compliance and transparency.
Who this form is for
- Shareholders of a corporation looking to formalize decisions.
- Directors who need to document resolutions for corporate governance.
- Corporate secretaries responsible for maintaining official records.
- Business owners of incorporated entities planning significant changes.
How to prepare this document
- Enter the full name of the corporation at the top of the form.
- Specify the names of the shareholders and/or directors adopting the resolution.
- Clearly state the action or decision being discussed in the resolution.
- Record the date and any pertinent details of the meeting where the resolution was passed.
- Obtain signatures from the relevant shareholders and directors.
- Have the secretary sign to attest to the validity of the resolution.
Is notarization required?
Notarization is generally not required for this form. However, certain states or situations might demand it. You can complete notarization online through US Legal Forms, powered by Notarize, using a verified video call available anytime.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Mistakes to watch out for
- Failing to include the specific action being adopted.
- Omitting the date of the meeting.
- Not obtaining all required signatures.
- Using outdated forms or templates that do not comply with current laws.
Benefits of completing this form online
- Convenience: Access and complete the form from anywhere at any time.
- Editability: Tailor the form easily to meet your corporationâs specific needs.
- Reliability: Ensure the use of professionally drafted language that adheres to legal standards.
Legal use & context
- The resolution must be documented in compliance with state corporate laws.
- This form provides evidence of corporate governance and decision-making.
- Improper completion or documentation can lead to disputes or legal challenges.
Key takeaways
- The Corporation - Resolution form is essential for formalizing corporate decisions.
- Ensure all required fields are completed, including signatures and dates.
- Verify state-specific requirements before finalizing and distributing the resolution.
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FAQ
Once the Articles of Incorporation are filed and a Certificate of Incorporation is received from the Secretary of State the corporation should hold the organizational meetings.A corporate resolution is a written document describing the action taken by the directors of a corporation.
Broadly, articles of incorporation should include the company's name, type of corporate structure, and number and type of authorized shares. Bylaws work in conjunction with the articles of incorporation to form the legal backbone of the business.
Furthermore, the corporate secretary or another officer of the corporation not the person given the signing authority must sign the corporate resolution certification. The resolution must also contain the exact wording of the resolution authorized by the board.
A corporate resolution is generally required to document actions taken by the corporation, but when it comes to LLCs, resolutions are not mandated. Because of this, there is no specific or required way to draft an LLC resolution.
An LLC corporate resolution is a record of a decision made through a vote by the board of directors or LLC members. Limited liability companies (LLCs) enjoy specific tax and legal benefits modeled after a corporate structure, although they are not corporations.
Therefore, the members can negotiate with one another regarding the decision-making processes ad other business matters. Such processes can be laid out in a corporate resolution form, usually known as the operating agreement.
No need to notarize a corporate resolution.
The basic difference is pretty simple. Articles of Incorporation are public records, Bylaws are not. In the case of a corporation, the name and address of each incorporator must be listed in the Articles of Incorporation.
