What is a Board Resolution?
Corporate Resolutions can cover a wide variety of actions. Commonly, they are written when a new member of board is voted in, but they can also be created when the company wants to hire employees, sell shares of the corporation, purchase an existing patent, among other big decisions. They serve as important compliance documents as well as giving your company a concrete record of the choices your directors or shareholders have made.
Generally, Corporate Resolutions do not need to be submitted to a government agency, oversight body, or anything of the sort. They should be kept with your books so you can furnish them if, for example, an important shareholder wants to know what actions the board took on his or her behalf. Corporate Resolutions can be kept with your Meeting Minutes and are treated as legally binding decisions made by your S- or C-Corp.
When to use a Board Resolution:
- You need to record a decision made at a board of directors meeting.
- You want to document a decision made by shareholders of a corporation.
We, the undersigned, being all the and of , and having its principal place of business at , , (the "Corporation"), Directors Shareholders
Therefore, it is resolved:
ATTEST (SECOND OFFICER)
CERTIFICATE OF SECRETARY
The Secretary of the Corporation hereby certifies that he/she is the duly elected and qualified Secretary of and certifies that the above is a true and correct record of the resolution that was duly adopted by the and of the Corporation on .