Resolutions - General
Understanding this form
The General Resolutions form is a legal document used by the Board of Directors of a corporation to formally document decisions or actions taken during meetings. This form captures resolutions adopted in accordance with the corporation's by-laws, typically detailing important corporate actions such as the election of officers, approval of financial decisions, and other crucial business matters. Unlike other forms such as meeting minutes, this document is specifically focused on resolutions, providing a clear and formal endorsement of the actions taken.
Key components of this form
- Header indicating the corporation's name and type.
- Details of the meeting date and the presence of directors or shareholders.
- Specific terms of the resolutions or actions taken.
- Signatures of the directors or shareholders approving the resolution.
- Certification by the Secretary of the corporation confirming the adoption of the resolution.
When this form is needed
This form should be used when the Board of Directors or shareholders of a corporation need to document decisions made during a meeting. Scenarios include electing new officers, approving significant financial transactions, adopting by-laws, or taking actions regarding the dissolution or restructuring of the corporation. The form ensures that decisions are officially recorded and can be referred to in legal contexts.
Who this form is for
- Members of a corporation's Board of Directors.
- Shareholders involved in corporate decision-making.
- Corporate Secretaries tasked with maintaining official records.
- Legal representatives handling corporate governance matters.
Completing this form step by step
- Enter the name of the corporation and its type.
- Provide the date of the meeting and details about the participants.
- Clearly state the terms of the resolution or action being adopted.
- Collect signatures from all directors or shareholders present during the meeting.
- The Secretary should complete the certification section to validate the resolution.
Does this form need to be notarized?
This form usually doesn’t need to be notarized. However, local laws or specific transactions may require it. Our online notarization service, powered by Notarize, lets you complete it remotely through a secure video session, available 24/7.
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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.
Common mistakes
- Failing to accurately record the date and location of the meeting.
- Not including all necessary signatures, leading to potential challenges in enforceability.
- Vagueness in the terms of the resolution, which can lead to misunderstandings later.
- Neglecting to include the Secretary's certification, which is essential for validation.
Advantages of online completion
- Convenient and accessible from anywhere, allowing for easy updates and modifications.
- Time-saving by eliminating the need for in-person legal counsel for simple resolutions.
- Reliable format drafted by licensed attorneys, ensuring compliance with legal standards.
- Quick download and printing options for immediate use in corporate meetings.
Summary of main points
- The General Resolutions form is essential for recording corporate decisions.
- It includes specific sections for signatures and certification, ensuring proper documentation.
- This document is used during Board meetings and can cover a variety of corporate actions.
- Properly completing this form helps avoid common mistakes and misunderstandings in corporate governance.
Key terms explained
- Resolution: A formal decision made by a corporation's Board of Directors or shareholders.
- By-laws: Established rules governing the operations of the corporation.
- Corporate Secretary: An officer responsible for maintaining corporate records and ensuring compliance with laws and regulations.
- Attest: To confirm or certify the authenticity of a document or action.
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FAQ
There is no length requirement for resolutions, and they can be as long or as short as needed.Like every legal document, resolutions need to be signed and dated by the members of the board as they would do with minutes of meetings.
Directors' decisions made by written resolution must be unanimous. This means that all eligible directors, i.e. those entitled to vote, must vote for the same view on a matter.All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing.
SBA Form 160, Resolution of Board of Directors is a form issued by the Small Business Administration (SBA) and filed with SBA Business Expansion loans - including Direct, Guaranteed, or Participation loans.
A board resolution is sometimes also called a corporate resolution. It's a formal document that solidifies in writing important decisions that boards of directors make. Boards usually write up board resolutions when they appoint new directors to the board.
Format the resolution by putting the date and resolution number at the top. Form a title of the resolution that speaks to the issue that you want to document. Use formal language in the body of the resolution, beginning each new paragraph with the word, whereas.
Unless otherwise specified in the company's constitution, directors can pass a resolution without a meeting if all directors sign a document stating that they are in favour of the resolution.
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 board resolution is a legally binding action or decision taken by directors at a board meeting.These minutes ensure that the company has a written account of the proceedings of the meeting, including the discussions held and any resolutions, proposed, rejected, or passed.
A board resolution, though not a legal document, is formal and the decisions made by the board are legally binding.
