26+ Sample Corporate Resolution Forms

What Is a Corporate Resolution Form?

A corporate resolution form is any written document that pertains to a company’s actions that are recorded and are internally binding. These decisions are typically made by board members, company shareholders, or director-level executives and are recorded for formality.  

According to an online article published by Forbes, employees want leaders that are not only capable of leading a team, but are capable of sound and reasoned decision-making. Glenn Llopis outlines a number of major reasons why corporate leaders end up making bad decisions that negatively affect an organization and its employees. He explains six behavioral patterns that are telling signs a leader may be more likely to have poor judgment and decision-making capabilities. The six patterns of behavior to look out for are: leaders that rely too much on past experience; top level executives that have a penchant for corporate politics; leaders that lack clarity of purpose; executive officers that have a record of mismanaging company resources; leaders that fail to see opportunities or lack vision; and finally, leaders who don’t trust themselves enough to lead.     

Examples of Corporate Resolutions

Essentially, a corporate resolution pertains to any company decision that is acted upon by the organization’s board members, directors, or executive officers. These resolutions can encompass a broad range of topics from inducting a new board member, amending meeting procedures, to venturing into a new area of business. The following are some examples of actions and decisions that corporate leaders are usually faced with.   

Naming New Board Members: A company’s board of directors may choose to appoint a new member to join the board. Sometimes, new members may be voted in, depending on the consensus of the board. Inducting a new member is considered a major decision because a new director’s contribution and role could signify changes and would certainly affect the dynamic of the group. Documenting Financial Decisions: Any major decision involving company finances would often require a corporate resolution by the board of directors. Properly recording the decision and putting it on file is not only for documentation purposes, but is also for the purpose of holding the board accountable for any financial decision that is made. For example, the act of selling or buying shares needs to be approved by the board of directors. Investing in or purchasing new real estate typically needs to go through the company’s decision making body before any purchase is made. Voting on Business Expansion: Before a company decides to set up shop in a new location, the decision needs to be taken up and approved by a corporation’s decision-making body. Many companies choose to diversify their products and services, build new stores or manufacturing plants, or even take their business overseas. All these are examples of business expansion and growth. These important decisions affect the operations and dynamics of the company. It has the potential to change the course of the company- affecting not only top management, but the employees and manpower of the entire company. Therefore, it is only fitting that a corporate resolution be in place before these major decisions are executed. Hiring New Employees or Executives: The hiring and recruitment process is mostly the area of Human Resources and does not usually require any vote from the Board of Directors. But there are special cases wherein a new executive is being brought in or an employee is being promoted to a special position. In these instances, special approval from the board of directors may be required. Naming Corporate Officers: Corporate officers each have distinct roles to play. It is crucial that the responsibilities and functions of each director are clearly delineated and delegated. A corporate resolution would need to outline the names, titles, and functions of all corporate officers. It authorizes them to act on behalf of the company and in the company’s best interests. Entering into Joint Ventures: It is not uncommon for organizations to merge or partner with each other in order to realize a business goal. This mutual decision can benefit both parties in different ways. When a corporation decides to join forces with another company, a government institution, or any external agency, the board of directors must put into writing the major decision. In addition to the contract agreement entered into by the two parties, a corporate resolution will signify that the partnership or joint venture is approved and endorsed by the company’s board of directors. Introducing New Campaigns: For many big conglomerates, business development and marketing go hand in hand. Sometimes, a company will invest millions to fund a marketing campaign just to promote their product or service. But before a new campaign can be implemented, a great deal of funding and spending will require prior approval from a company’s board of directors. Taking Out Loans: Taking out a big loan must always be voted on by the corporation’s decision-making body. Sometimes a company needs to borrow money or seek assistance from a bank to pay for business expansion. These highly important decisions must first be discussed then endorsed by the board of directors before applying for any loan. Amending Corporate Procedures: It is part of any company’s protocol that introducing or modifying a rule or law should be taken up at a board agenda meeting. Any changes to board meeting protocol or procedure must be discussed and documented. To formalize and implement the change properly, it must be recorded on file.

Processes Involved in the Creation of Corporate Resolutions 

In the corporate world, the top-down approach is the most common method of running business. There are executives and top level officers that are in charge of crafting and implementing the company’s rules and regulations that trickle down to middle management and rank and file employees. Several processes are involved in the creation of corporate resolutions. For a more efficient and convenient strategy, the following steps are normally followed in chronological order:  

Setting the Agenda: Just like any regular office meeting, preparation is key. Setting the topics to be discussed is common procedure and will promote an effective meeting agenda. Before a board meeting, the secretaries make sure that the officers are aware of the topics and resolutions to be voted on. This can be done by sending or emailing the agenda and discussion points prior to every meeting. Bringing up the Discussion: Whether formal or not, the discussions that take place in boardrooms will affect the entire organization in one way or another. The outcome of corporate resolutions may not be directly felt by all employees, but it will steer the direction and set the tone of a company’s goal and purpose. The decision-making body of a company holds the most responsibility and accountability for anything that happens in a company- its future, as well as current practices. Thus, it is important for not only one decision maker to call the shots, but a collective agreement to take place. Taking a Vote: Similar to electoral procedures, voting is a standard practice in many organizations and agencies. Directors and executives typically vote on important matters and often need to obtain a majority consensus before a resolution can be passed and adopted. It’s important to note that the board of directors may or may not consist of the owners of the company. There are instances where sitting board members are also the owners of the company. This is typical in family-run businesses and empires. However, sometimes the owners do not take part in board decisions and are immune to the consequences carried out by board decisions. The owners may carry another set of liabilities, different from that of board members. Recording the Minutes: Like any meeting, anything that was brought up and discussed among the members should be documented and placed on file for future reference. Whether a resolution was approved or not should be indicated in writing. Corporate secretaries or executive assistants are normally tasked with recording the minutes of the meeting then sending it to all concerned parties.

How to Make a Corporate Resolution Form

Creating any legal document follows a particular set of rules, and it depends on the nature of the document. A corporate resolution is no exception. It may differ slightly in form and language, but it essentially follows similar rules. To create a corporate resolution form, keep in mind the following steps:    

Step 1: Follow the Format

The format would depend on the company and its rules on documentation. A corporate resolution may be as simple as a one page document, a letter, or a certificate. Again, it’s not so much the format as opposed to the content that is more important when creating a resolution. A company is free to set and adopt a standard format for all their subsequent meetings and written decisions.  

Step 2: State All the Basic Information

Before proceeding to the action or decision itself, a corporate resolution must include all the basic information. This includes the name of the company, the company’s business address, the date the resolution was adopted, the location where it was signed, and the date of effectivity. Make sure to list all the names of the officers who were present at the vote. Don’t forget to include each member’s official designation. Lastly, all board members are required to affix their signatures for every corporate resolution that is implemented. 

Step 3: Specify the Resolution or Action  

Corporate officers decide on a multitude of things when running a business. Whether minor changes or big business decisions, resolutions can have a profound effect on a company. These changes can either be lasting or may also be improved upon in the future. Whatever steps the board decides to take, it must be detailed and clearly outlined in the corporate resolution. Any potential decision must be approved unanimously by the board. Other times, it is required to reach a quorum for a resolution to be officially adopted as company policy. 

Step 4: Have the Resolution Confirmed or Certified 

Corporate resolutions need to be validated by an authorized officer. In most cases, a corporate secretary is usually tasked to confirm the resolution after a board meeting is adjourned. The secretary’s name and signature is often indicated at the end of the document, along with the date it was signed.  

FAQs

What does a corporate resolution form look like?

A corporate resolution form may either be simple or complex, brief or lengthy. Depending on the complexity of the decision, some resolution forms are single page or are only a couple of pages long. But what characterizes a corporate resolution, like most official documents, is the formal language used in outlining a company decision.

How do you write a corporate resolution?

Most companies follow a set of guidelines in writing a corporate resolution. The documentation of actions and decisions by the board normally involves numbering the document, providing a title to the document, and using formal language when writing the resolution.

What is a corporate resolution template?

A corporate resolution template is a standard form used by members of a corporation’s board of directors. It is used to record any major decision of a company and normally goes through a voting process in order for it to be adopted by the company.

Do all directors need to sign a written resolution?

When it comes to voting during a board meeting, all directors are entitled to vote on certain matters. For a decision to be officially adopted and executed, the board must establish a majority of the votes. There may be times when a board member is not present or is unable to cast his vote. Regardless, the same procedure applies. Majority rules is the basic practice in many boardroom meetings.

What does corporate resolution mean?

A corporate resolution means either an action or decision is taken upon by a company’s decision-making body, such as a board of directors. It is discussed then voted and agreed upon by the body. After which, the item or issue is declared resolved and its course of action determined. Corporate resolutions can cover a wide range of subjects; and can vary in degrees of urgency and importance.

Who should sign a corporate resolution?

Typically, a corporation’s board of directors is required to vote and sign a corporate resolution for it to be passed and implemented. An authorized officer, such as a Corporate Secretary, is often tasked to further certify and validate the document. The power of a corporate secretary is granted and authorized by the board members themselves.

Corporate resolutions often serve a higher purpose; and it’s not only for the sake of following procedure. Major decisions and the fate of the business fall on the board of directors. These corporate actions and decisions have the potential to profoundly affect an organization and the way it conducts its business operations. Learn how to create a corporate resolution by using any of the sample templates above as a guide!