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What is a Corporate Resolution?
A Corporate Resolution is the record of any major decision made during a meeting by shareholders or a board of directors. 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 used when the company decides to hire employees, sell shares, purchase an existing patent, or when any other big decisions are made.
Corporate Resolutions serve as important compliance documents and give your company a concrete record of the choices your directors or shareholders have made.
When can you use a Corporate 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.
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Sample Corporate Resolution
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OF
We, the undersigned, being all the Directors and Shareholders of , do hereby consent pursuant to Section 708(b) of the Business Corporation Laws of the State of New York, in the form prescribed by the Florida Financial Services Commission and Chapter 517 of the Florida Statutes, organized and existing under the laws of the , and having its principal place of business at , , (the "Corporation"), hereby certify that the following is a true and correct copy of a resolution duly adopted at a meeting of the Directors and Shareholders of the Corporation duly held and convened on , upon motion duly made and seconded, the following resolution was adopted by a majority of the officers present in person entitled to vote thereon on : at which a quorum of the Board of Directors was present and voting throughout, and that such resolution has not been modified, rescinded or revoked, and is at present in full force and effect:
Therefore, it is resolved:
We, the undersigned Member(s) of , a limited liability company duly organized and existing under the laws of the (hereinafter the "Company"), with authority granted in the Operating Agreement to make binding resolutions on behalf of the Company, hereby resolve:
By affirmative votes noted as signatures below, a majority vote of the Members of with authority to bind the Company approves the form and content of this resolution, to be effective immediately.
We further certify that this Corporation is duly organized and existing, and has the power to take the action called for by the foregoing resolution.
DIRECTORS
| ______________________________ | _______________ |
| Date |
SHAREHOLDERS
| ______________________________ | _______________ |
| Date |
ATTEST (SECOND OFFICER)
| ______________________________ | _______________ |
| Date |
MEMBERS
| ______________________________ | _______________ |
| Date |
Member
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 Directors and Shareholders of the Corporation on .
______________________________
Secretary
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It becomes effective as of the date specified in the Resolution.
Important Details
The date on which the Resolution was adopted can precede (come before) the date on which the contract was signed, but the date on which the Resolution was signed cannot precede the date the Resolution was adopted.
Keep a copy of the Corporate LLC Member Resolution along with the official documents of the CorporationLLC. Typically, these documents are saved for six years.
About Corporate Resolutions
Learn how to record a major decision at a shareholder meeting
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How To Write a Corporate Resolution
A Corporate Resolution is a way of documenting a decision made by a Corporation's Board of Directors or Shareholders on behalf of the Corporation, or by Members on behalf of an LLC. The Corporation or LLC might decide to extend a loan to another business, or to vote another officer onto the Board. After the resolution is made during a meeting, a Corporate Resolution document is typically used to get the specifics of the resolution in writing. The following information is typically included in a Corporate Resolution template.
Corporation or LLC Information
Certain information about the Corporation or LLC will be used throughout the Corporate Resolution. For example, the resolution document will identify the corporation or LLC through its official business name, primary address, as well as its state of organization. The Resolution will also include a space for the official Corporate seal (also known as a "company seal" or "common seal") if the Corporation or LLC has one. If a Corporation or LLC has an official seal, it is typically included on official documents such as this one. These days, it is not as common to have a corporate seal.
Resolutions
Types of resolutions detailed in a Corporate Resolution include: opening bank accounts, executing contracts, or leasing equipment or facilities.
If the Corporation or LLC were to borrow a sum of money, the resolution might read: "It is resolved that the Corporation borrow the sum of $10,000 from Bill's Books, Inc., and that said sum be repaid in or within three years with interest thereon at 10% on the unpaid balance, all as more fully set forth in a promissory note and collateral loan documents as have been presented to and reviewed by this Board."
Or the Corporation or LLC may resolve to hire an employee, in which case the resolution might read: "It is resolved that the Corporation offer Pamela Jones a contract of employment to serve in the capacity of Human Resources Manager at a salary not to exceed $45,000 per year, together with the customary benefits."
Directors and Shareholders
Directors and shareholders have very important and distinctive roles in a company. Generally, the shareholders (also called members) own the company and make a financial investment in the business. The directors manage the company and make business decisions. Unless a corporation's Articles of Incorporation say so, a director does not need to be a shareholder and a shareholder does not have to be a director. Therefore, it is important to reference a specific companies' Articles of Incorporation and Bylaws because company law may require some decisions to be made by the directors in board meetings and other decisions may be deemed so essential that the shareholders need to vote as well.
Second Officer of Corporation
Depending on the Bylaws of the corporation, there may be different signing requirements for certain resolutions. For example, if the Secretary also acts as a director or shareholder, and is therefore required to sign the resolution, a second officer of the corporation is required to sign and provide attestation to certify that the resolution was adopted by the directors or shareholders.
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Definitions of Corporate Resolution Terms
Term
Definition
Operating agreement
An internal corporate document that defines the relationship and authority of the shareholders and directors, often also known as “bylaws.” Most states require corporate operating agreements to address matters like notice requirements for shareholder and director meetings, the appointment of corporate officers, and the conditions for winding down and dissolving the business.
Quorum
The minimum number of corporate shareholders, directors, or officers who must be present, in person or by proxy, in order to hold a meeting or make key decisions on behalf of the corporation. Many corporate operating agreements, for example, require a majority of the board of directors to be present for there to be a quorum. A board with 9 directors would have a quorum if 5 of them are present.
Rescind
An action by a corporate decision maker, such as a board of directors, to undo their own previous action. A director may bring a motion to rescind a resolution or decision previously approved by the board. The act of rescission returns the corporation and the decision maker to the status quo before the rescinded action.
Revoke
The act of terminating, canceling, or nullifying a prior action or agreement by a corporate decision maker. A board of directors, for example, may vote to revoke some or all of the authority that it had granted to a corporate officer or other person.
Corporate Resolutions FAQs
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Does an LLC need to use corporate resolutions?
LLC's are not required to validate major decisions through resolutions. That said, there are instances when it could be a good idea to create an LLC resolution. For example, if you make a major financial decision like obtaining a bank loan.
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Are Articles of Incorporation the same as a corporate resolution?
No. An Articles of Incorporation document establishes the existence of a corporation while a corporate resolution records the actions and decisions of a corporation's board of directors.
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