Board Of Directors Resolution Form Template for England and Wales
Generate a bespoke document
What is a Board Of Directors Resolution Form?
A board of directors resolution form is the standard document used to record and certify decisions taken by a company's board in England and Wales. It provides a written record that the required quorum was present, the decision was properly made, and the authority granted to any signatory or officer is clearly defined. Under the Companies Act 2006, these records must be retained for ten years and are available for inspection by directors at the registered office. The form is used by banks, solicitors, and counterparties as proof of a company's internal authorisation.
About the Board Of Directors Resolution Form
A Board of Directors Resolution Form is a critical corporate governance document that formally records decisions made by your company's board of directors. Under United States corporate law, boards must document their actions through written resolutions that become part of the corporation's permanent records. This form provides legal evidence that your board has properly authorized specific corporate actions and decisions.
When do you need this document?
You need a board resolution whenever your company makes significant decisions that require board approval. This includes approving major contracts, authorizing loans or credit facilities, issuing new shares, appointing or removing officers, declaring dividends, approving mergers or acquisitions, and establishing corporate policies. Banks typically require board resolutions before opening corporate accounts or extending credit. Regulatory bodies may also request these documents during compliance reviews or investigations.
Key legal considerations
Your resolution must include proper header information with the company name, meeting date, and location. Document attendance carefully to confirm quorum requirements were met according to your bylaws. The resolution statement should be clear and specific about the actions being authorized, avoiding ambiguous language that could create legal uncertainty. Include detailed voting results showing how each director voted. The corporate secretary must certify the resolution's accuracy and maintain it in the corporate records. Ensure the resolution doesn't conflict with existing bylaws, articles of incorporation, or shareholder agreements.
Legal requirements in United States
Under the Delaware General Corporation Law, which governs many U.S. corporations, board resolutions must comply with specific procedural requirements. Public companies face additional obligations under the Sarbanes-Oxley Act, requiring enhanced documentation standards for certain board decisions. The Securities Exchange Act may mandate specific resolutions for public company reporting obligations. State corporation laws vary, but generally require that resolutions be properly noticed, voted upon by directors with authority, and documented in corporate records. The Internal Revenue Code may influence resolutions involving financial decisions with tax implications. Your company's bylaws will specify quorum requirements, voting procedures, and documentation standards that must be followed for valid resolutions.
GOVERNING LAW
Applicable law
This Board Of Directors Resolution Form is drafted to comply with England and Wales law. Key legislation includes:
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it