What is a Directors’ Resolution?

A Directors' Resolution is an internal document a corporation’s board of directors uses to describe a decision or an action with or without a formal meeting.

A Directors’ Resolution is also known as a:

• Company board resolution
• Circular board resolution
• Sole director resolution
• Resolution document

Who is involved in a Directors' Resolution?

The following parties are often involved in a Directors’ Resolution:

Directors

A director is a person elected or appointed to act for the shareholders of the company. To protect the shareholders’ interests, directors must exercise the duties of care and loyalty.

Presiding director

The presiding director is the person with the authority to manage and direct the board meeting. Typically, the chairperson of the board of directors is the presiding director.

Officers

A corporation’s officers are upper-level management staff the board of directors appoints. The officers of a corporation include the president, CEO, secretary, treasurer, and other individuals in similar positions. Officers are responsible for managing the daily operations of a business.

Secretary

The secretary is the officer in charge of keeping company records.

Chairperson

The chairperson of a board meeting is a director who the board of directors elects to preside over board meetings.

How do you write a Directors’ Resolution?

You can create a Directors’ Resolution with or without holding an in-person or virtual meeting. To create a resolution, complete the following steps:

1. Provide company and directors’ details

Begin by providing the location of the company. Next, list all the company’s directors. You will also need to provide:

• The corporation’s name
• The person presiding over the meeting (usually the chairperson of the board of directors)
• The secretary of the meeting

Additionally, specify whether the shareholders are called shareholders or members.

2. Provide meeting details if applicable

If the board of directors is meeting in person, provide the address of the meeting. Determine whether the board meeting minutes of the last regular meeting may be adopted as read or adopted after discussion and with amendments.

3. Determine resolutions

Using LawDepot’s Directors’ Resolution template, you can choose to add any of the following resolutions or specify your own.

You can use a Directors’ Resolution to grant signing authority. There are two types of signing authority:

• General signing authority
• Bank signing authority

An individual with general signing authority can manage company bank accounts and sign day-to-day documents for the corporation.

Bank signing authority allows a signing officer to approve the opening and operation of a bank account with a specific bank or institution and deal with the bank on the corporation’s behalf.

Officers manage a corporation’s day-to-day operations. To appoint an officer, provide their name and title (e.g., vice president production or treasurer).

To authorise a bank loan for a corporation, enter the name and branch of the bank, trust company, or lender. Provide the maximum authorised loan amount.

Dispensing the need for an audit or auditor on behalf of a corporation or company.

A corporate asset is any property the company owns, such as land or equipment like cars, trucks, office fixtures, or computers. Describe the asset and the maximum authorised purchase price.

Corporations often enter into contracts for borrowing equipment, hiring freelancers, and other circumstances. Describe the contract and its purpose.

Describe the corporate asset. For example, if the corporate asset is a car, provide the make and model, license plate number, and other features.

If there’s a board resolution to remove a director or officer, provide their name and title (if applicable). You can also provide a reason for removal. If a shareholder wishes to propose a resolution for removing a director, they must provide special notice of this resolution to the company.

If there’s a board resolution to appoint a new director, provide their name. You can add more than one new director.

You can accept a director’s resignation. Provide the name of the resigning director.

Someone with signing authority can carry out banking and other transactions on behalf of the corporation. To revoke an officer’s signing authority, provide their name.

You can use a Directors’ Resolution to approve share transfers. A share transfer is a sale of ownership rights (shares) from one person to another or from a shareholder back to the company. Determine if the current owner will transfer all of their shares or only a portion.

To approve a share transfer, provide the number of transferring shares, the current owner of the shares, the new owner of the shares, and the old certificate number. If you know the new certificate number, provide it along with a description of the shares.

You can use a Directors’ Resolution to issue share dividends. Provide a description of the shares and the dividend per share. If you know the date of the dividend payment, provide that information too.

Redeemable shares are a particular class of shares that the issuing company can buy back at the option of either the company or the shareholder. Provide the shareholder name, a description of the shares, the redemption amount per share, and the number of shares.

The registered office is the address where important company documents, such as the minute book, are kept. The registered office is the address that is on record with the government for legal and other official documents. Provide the current registered address and the new registered address.

The registered agent of a corporation is the person designated to receive legal and other official documents on behalf of the corporation. Provide the current agent’s name and address along with the new agent’s name and address.

4. Provide signing details

If a board meeting is going to take place to finalize the resolutions, provide the meeting date. Determine who will sign the minutes document, which may include:

• The secretary of the meeting
• The director presiding over the meeting
• Both the secretary and the presiding director

Name the date when the parties will sign the resolution.

What is the difference between a resolution and minutes?

A resolution is written documentation describing an action authorised by the board of directors of a corporation. Meeting minutes is a written document describing items discussed by the directors during a board meeting, including the actions taken and resolutions passed.

What is a certified corporate resolution?

A certified corporate resolution is a resolution verified by the secretary of the meeting and approved by the president of the corporation. Some external organisations may require certified corporate resolutions for specific purposes.

How many directors should sign a Directors’ Resolution?

Typically, the meeting’s secretary and presiding director are required to sign the resolution.

What is a special shareholders' resolution?

A special shareholders' resolution is a resolution passed by a supermajority of the votes cast. Depending on the jurisdiction, this may mean a majority vote of 75% or more.

Corporations resolve most decisions with a simple Directors' Resolution or shareholders' resolution. However, any action that affects shareholders’ rights, privileges, or responsibilities may require a special shareholders' resolution.

Additionally, any action that causes a substantial change to the company, such as dissolving the company or changing the nature of the company, may also require a special shareholders' resolution.

Some actions that may require a special shareholders' resolution include:

• Changing the company’s articles
• Changing the company name
• Changing the type of company business (e.g., re-register a private company as a public company limited by shares)
• Creating a new share class
• Changing the maximum number of shares the company may issue
• Adding, changing, or deleting any rights, privilege restrictions, or conditions on any share class
• Adding, changing, or removing restrictions on share transfers
• Changing the minimum or maximum number of directors
• Selling, leasing, or exchanging all or most of the company’s assets (not including the ordinary course of business)
• Dissolving or liquidating the company

Related Documents:

• Corporate Bylaws: Define a corporation's internal management structure and rules.
• Business Plan: Outline a company's goals, mission, marketing and sales plans, and more.
• Shareholder Agreement: Establish the rules that govern a shareholders’ relationship to a corporation or company.