Directors' Resolution Information
Alternate Names:
A Directors' Resolution is also known as:
- Corporate Resolution
- Resolution of Board of Directors
- Board Resolution
- Consent to Action Without Meeting
- Corporate Minutes
What is a Directors' Resolution?
A Directors' Resolution is a document used to record actions or decisions made by the board of directors in a corporation.
When is a Directors' Resolution used?
A Directors' Resolution is also referred to as a Consent to Action Without Meeting. It can be used in place of a corporate meeting to formally record the binding decisions of the board, so long as all directors agree and authorize the resolution.
Often, signing a Directors' Resolution is just as simple and effective as holding regular meetings and is a more convenient alternative for busy directors who may not have time to attend formal gatherings.
What is the difference between a Directors' Resolution and Shareholders' Resolution?
A Directors' Resolution form is used by the board of directors in a corporation to document decisions and actions in place of a Directors' Meeting. Alternatively, a Shareholders' Resolution is used by shareholders in a corporation to propose amendments, decisions or changes to the corporation at a Shareholders' Meeting.
In small corporations, shareholders often double as directors, but it's still important to understand the differences between the two types of resolutions to know which document to use in what instances.
What are corporate minutes?
Corporate minutes are another form of documentation used during a Directors' or Shareholders' Meeting to record the happenings during the meeting itself, including legal, tax and financial decisions and votes taken to approve or disapprove these decisions.
Maintaining corporate minutes is a valuable form of recordkeeping. It lowers the chance of future disputes, as well as keeps track of meeting resolutions should the corporation ever require a paper trail to follow through on an action, or provide evidence of a decision.
What is a certified corporate resolution?
A certified corporate resolution is a resolution made at a Directors' or Shareholders' Meeting that has been approved by the secretary and president of the corporation. This type of resolution is useful if a bank or other external organization ever requires verification to permit specific actions or powers, such as the authority to sign documents on behalf of the corporation.
What decisions can be included in a Directors' Resolution?
Any corporate decision that can be made at a Directors' Meeting can be documented in a Directors' Resolution, including, but not limited to:
- Electing or removing officers and/or directors
- Changing corporate policies/information
- Financial decisions or resolutions, such as approving loans or setting salaries for employees
- Issuing stock or approving share transfers
- Purchasing, leasing or selling real estate/assets
- Appointing signing authority
- Hiring employees or contractors
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