50+ Sample Resolution Forms

What is a resolution form?

Resolution forms are known through various names such as board resolution, corporate resolution, or board of directors resolution form for instance. This document regards important issues or happenstances within the company, and serves as a record for the board of directors, or the executives, as well as how these are dealt with through the means of voting. A resolution form is kept by virtue of the need for precedence in future decision-making stages, or perhaps the need for compliance, should it be required. The constituents that have the power to create such an important document are the board of directors, either the company’s or a non-profit one, shareholders of the company or corporation, or a government party. This form is a very essential record since it holds the important binding decisions that a company decides to commit to, hence, kept with the significant documented files, and even has a back-up copy in a different location.

Circumstances that Call for a Resolution Form

The needs and the things that are to be considered important are completely dependent on the company and its nature as well, since one thing is never quite like the other. These are some of the things that make companies unique from each other, as well as diversify the kind of markets we have in the status quo. All forms of these issues that they value to be worth keeping records of are valid and are always taken into consideration. Albeit the necessity of resolution forms is completely arbitrary to the board of directors or executives of a company, the following is an array of the most common situations that prompt these corporation heads to create a resolution form.

Settlements made by shareholders : A shareholder is an institution, a corporation, or an individual person who owns at least one portion of a company’s stock. This means that they are susceptible to both the company’s profit and losses, and are recipients of a percentage of a company’s gains. With that said, these entities have special powers within the company, hence, they have the ability to amend the company’s articles if they feel the need to, or perhaps even change the company’s name. Substantial property transactions may also be approved by the aforementioned. Because of the technicality and spill-over effect of the actions made by these shareholders, a resolution must be called to order to arrive at a decision.New members of the board : The board of directors is one of the most crucial parts of the structure of a company because of their various obligations. This set of individuals are set to ensure that the best interests of the company’s stakeholders and shareholders are met, as well as the direction of the company in and of itself. They have a plethora of responsibilities such as recruiting, governing or managing the different parts of the establishment, as well as sustaining a close contact with the CEO. Because of the nature of their tasks, the threshold is high for one to become a member of the board. With that said, it is a necessity for a resolution form to be created once a person is ultimately being deliberated whether or not they pass the requirements and hit the standard to become part of the board of directors.The corporation selling shares : Selling stock shares is an important key aspect of a company’s function in the market. Stocks are often sold to stockbrokers for instance if the company is public, and if it is otherwise, the buyer has to be approved by the issuing company in and of itself. Sales of stock share are the heart and soul of companies, hence, these transactions are not to be missed when talking about resolution forms.Board meeting decisions : Often times, resolution forms are associated with the minutes of the meeting because of its keen nature of being detailed, and relating to company agreements and the likes of which. Important settlements made during board meetings are also to be met in corporate resolutions since these are important landscape defining actions that are essential for the company.

How to Write a Resolution Form

Step 1: Title

For better identification and determining the inherent function of a certain resolution form, create a detailed but concise title of the issue being dealt with.

Step 2: Headings

Make sure to put the date and resolution number in the top portions of the document. These are also important for identification, as well as securing the traceability and legitimacy of the resolution form.

Step 3: Body

Resolution forms must always begin through stating the responsibility of the board of directors. In each paragraph, the first sentence should start with the word “whereas” at all times, and formal language is to be kept all throughout the whole document. In the declining portions of the document, the resolution or action decided by the board must also be included and be kept in detail.

Step 4: Footings

In the bottom part of the resolution form lie the names of the different directors of the board with their decisions adjacent. “Yes” or “No” is indicated as their respective votes, and ultimately, the resolution is a success if majority of the votes go to affirmative. An area where the president of the board can affix their signature as well as the date of the occurrence must also be present within the document for validity.

FAQ

How is a resolution form certified?

To begin with, a meeting has to be taken into action, and begun through the reviewing of the corporate bylaws of the issuing corporation at hand. The meeting is then called to order, and the discussion of the issue commences. Voting is then called for, and the approval rate of the resolution transcends to the vote being an official part of the corporate record. These results are then signed by the president of the board for verification, and then certified by the secretary stating that the outcome is final, and that the procedure was taken in accordance to the corporate bylaws.

Does a resolution form have to be notarized?

It is not a necessity to have resolution forms be notarized since its main role is to serve as a company record, and are already verified and certified by the president of the board for instance, or the company secretary. However, in cases of court orders and trials, notarized resolution forms have more credibility because of its legal binding, added on top of those whose words are considered as an insignia of the legitimacy of the said document.

Does an LLC have to make resolution forms?

LLC or Limited Liability Company varies from corporations by virtue of it being owned by one or more individuals, as opposed to the latter which is owned by its shareholders. Maintaining an LLC may be relatively easier than maintaining corporations, however, it may opt to adapt to corporation-like formalities such as resolution forms. No government mandate demands LLCs to create resolution forms, however, it is still very strategic for them to have the document be part of their system, since the problems of both LLCs and companies are not mutually exclusive. There may still be circumstances that will need LLCs to have such a document, hence it is ultimately advisable for resolution forms to be made.

Do resolution forms have to filed in state agencies?

Resolution forms do not necessarily require to be filed in state and/or federal agencies, as their purpose is most integral to the company or corporation in and of itself. With that said, the resolution forms are to be kept in areas where important documents are complied by the company which include the minute book, for instance, or the minutes of the meeting. All of which are for the purpose of recording, and verifying certain claims in the future.

Corporations and companies make actions here and there, and because of its state of being constantly occupied, integral decisions or settlements are to be taken note of through resolution forms. Because there is no one person who solely owns the corporation or company, nor is there one who is exclusively affected by any repercussion it may face, issues are to be discussed by the board as a whole, and be assessed as to how the company will approach them, and how many of the constituents consent to the company’s initiative. This makes company decisions more holistic, and significantly documented for later use, and for record-keeping.