Last Updated December 28, 2023
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What is a Directors’ Resolution?
A Directors’ Resolution, also called a Corporate Resolution or Board Resolution, is a written legal document that records binding decisions and actions made by a corporation’s board of directors. It’s often included in the corporate minutes that record the decisions made in a directors’ meeting.
When directors want to pass a resolution without a meeting, they use this document as a Consent to Action Without Meeting. This document can be used in place of a corporate meeting to formally record the board's decisions, so long as all directors agree and authorize the resolution.
A board of directors will use Directors' Resolutions to make significant decisions, like granting signing authority, appointing an officer, or acquiring bank loans.
A Directors' Resolution is also known as:
- Resolution of Board of Directors
- Consent to Action Without Meeting
- Corporate Minutes
- Directors' Meeting Minutes
When is a Directors’ Resolution required?
A board of directors can use a Directors’ Resolution to record any corporate decision at a directors’ meeting, including, but not limited to:
Do all the directors need to sign a Directors’ Resolution?
While states can differ in their quorum or voting requirements, generally all directors present at a meeting should sign the Directors' Resolution. If a director can't attend a board meeting, and if the company's Articles of Incorporation or Corporate Laws allow a director to vote by proxy, then a director may appoint another person (a proxy) to attend the meeting and cast a vote in their place. The corporation's president and secretary must also sign the document if it's a certified corporate resolution.
If a meeting isn't held, and a Consent to Action Without Meeting is used instead, all directors must sign the resolution for it to pass. Therefore, after the Director's Resolution is drafted, it will need to be provided to each director for them to sign it, which can usually be done electronically.
What is a Certified Corporate Resolution?
A Certified Corporate Resolution is a resolution made at a directors' or shareholders' meeting that has been approved as correct and accurate by the corporation’s secretary and president.
This 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 are corporate minutes?
Corporate minutes are used during a directors' or shareholders' meeting to record what happens during the meeting, including legal, tax, and financial decisions and any votes taken to approve or disapprove these decisions.
Maintaining corporate minutes is a valuable form of recordkeeping. It lowers the chance of future disputes and 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.
How do I write a Directors’ Resolution?
You can easily create a customized Directors’ Resolution by filling out LawDepot's questionnaire. Using our template will ensure you complete the necessary steps:
Step 1: Determine if the board of directors will hold a meeting
Start your Directors' Resolution document by determining if the board of directors will hold a meeting to discuss and sign the proposed resolution. If you choose not to have a meeting, the directors must send their consent to the corporation.
Step 2: Include where the company is incorporated
States have different laws regarding the operations of corporations. Include which state your company is incorporated in, and LawDepot will customize your Directors' Resolution to meet its rules and regulations.
Step 3: State the company’s name
State the name of your company in your Directors' Resolution.
Step 4: Provide each director’s name
List the full names of all the directors that will be signing the document. If you're holding a meeting, also include which directors are present and which are not.
Step 5: Provide details about the meeting (if applicable)
If the resolution is presented at a meeting, you need to include the address where the meeting is taking place, the full name of the person running the meeting and the full name of the person acting as secretary of the meeting.
Also, determine how the minutes from the last meeting will be adopted. Minutes are written records describing items the directors discussed during a board meeting, including actions taken and resolutions passed.
Minutes of the last regular meeting can be "adopted as read" or "adopted after discussion and with amendments." In other words, the directors can pass the actions and resolutions discussed in the last meeting as they were presented at the time, or the directors can discuss them further and make changes before making them official.
Step 6: Determine if the resolution will be certified.
A Certified Corporate Resolution requires the signatures of the company's president and secretary. Certification provides verification of the board resolution and is sometimes required by external organizations, such as banks, for specific purposes.
Step 7: Outline which resolutions are being implemented
Describe the resolutions you’re implementing and who they affect.
A common resolution that corporations pass is granting an individual general or bank signing authority.
Someone with general signing authority is empowered to manage the bank accounts of the corporation and sign documents that are normal for the day-to-day conduct of your business.
A banking resolution approves the opening and operating of a bank account with a specific bank or institution. It authorizes a signing officer with limited scope in dealing with the bank on behalf of the company.
Other resolutions you can pass include:
- Appointing an officer
- Authorizing a bank loan
- Granting authority to enter into a contract
- Granting authority to sell a corporate asset
Step 8: Sign the document
Complete your document by having all the appropriate parties provide their signatures.
What is the difference between a Directors' Resolution and a Shareholders' Resolution?
A Directors' Resolution is a document the board of directors in a corporation uses to record decisions and actions.
Alternatively, shareholders in a corporation use a Shareholders' Resolution to propose amendments, decisions, or changes to the corporation at a shareholders' meeting.
Directors are often also shareholders in a corporation, but they are distinct roles that serve very different purposes.
Is a Directors' Resolution the same as an Articles of Incorporation?
Although both documents relate to corporations, Directors' Resolutions and Articles of Incorporation serve very different purposes.
Articles of Incorporation are filed with the state government to incorporate a business. Once the documents are filed, the corporation is officially formed and can begin doing business. The corporation then uses Directors' Resolutions to record the decisions made by its board of directors.
Do I need a Directors' Resolution for an LLC?
Limited Liability Companies (LLC) don't require Directors' Resolutions to make decisions binding, but some LLC owners choose to use them to record important decisions relating to their company's rules and regulations and the rights, responsibilities, and structure of management.
Many LLC owners will record their Operating Agreement as a resolution.
Do Directors' Resolutions need to be notarized?
No, Directors' Resolutions don’t need to be notarized. Only the directors, and potentially the president and corporate secretary, are required to sign the document.
