Corporate Resolution Document Template for England and Wales
Generate a bespoke document
What is a Corporate Resolution Document?
A corporate resolution document records the formal decisions of a company's board of directors or shareholders in England and Wales. Companies Act 2006 Part 13 governs when resolutions are required, the majority thresholds that apply, and the record-keeping obligations attached to them. Resolutions are used to authorise significant actions (opening bank accounts, executing contracts, acquiring property, issuing shares) and provide third parties with evidence that the company's decision-making process was properly followed.
Frequently Asked Questions
What is a corporate resolution document?
It's a formal record of a decision made by a company's board of directors or shareholders. Under the Companies Act 2006, resolutions are the legal mechanism by which companies exercise certain powers, and the document serves as evidence that the required approval was properly obtained and recorded.
When do directors need a board resolution rather than a shareholder resolution?
Day-to-day management decisions are typically taken by the board and recorded in board minutes or written resolutions. Shareholder resolutions are required for matters reserved to members, such as changing the company name, altering the articles of association, or approving a significant transaction that the articles specifically reserve to a general meeting.
What is the difference between an ordinary and a special resolution?
An ordinary resolution passes with a simple majority (more than 50%) of votes cast. A special resolution requires at least 75% in favour. The Companies Act 2006 specifies which decisions need a special resolution, including amending the articles, reducing share capital, or voluntarily winding up the company.
Can a company pass a resolution without holding a meeting?
Yes. Private companies may use written resolutions under sections 288 to 300 of the Companies Act 2006. The resolution is circulated to all eligible members and passes once the required majority has signed. Public companies cannot use written resolutions and must hold a general meeting for member decisions.
How long must resolution records be kept?
Section 355 of the Companies Act 2006 requires companies to retain copies of all resolutions and meeting minutes for at least ten years from the date of the meeting or resolution. Failure to comply is a criminal offence. Many companies keep these records indefinitely as part of their permanent statutory books.
Do third parties (such as banks) rely on corporate resolutions?
Yes, frequently. Banks, property registries, and counterparties to significant contracts routinely request a certified copy of the relevant board or shareholder resolution to confirm that the person signing on the company's behalf has proper authority. HM Land Registry and Companies House may both require certified resolutions for certain filings.
What makes a resolution invalid?
Common grounds for invalidity include failure to give proper notice of the meeting, insufficient quorum, a vote by an interested director who should have been excluded, or passing a matter by ordinary resolution when a special resolution was required. A resolution that conflicts with the company's articles or the Companies Act 2006 is void.
Does a corporate resolution need to be filed at Companies House?
Special resolutions and certain other resolutions must be filed at Companies House within 15 days under section 30 of the Companies Act 2006. Ordinary board resolutions dealing with day-to-day management generally do not need to be filed, but must still be recorded in the company's minute book and retained for ten years.
About the Corporate Resolution Document
A Corporate Resolution Document is a formal legal record that documents decisions made by your company's board of directors, shareholders, or other governing bodies. Under United States corporate law, these resolutions are required to authorize significant corporate actions and provide legal evidence that proper corporate procedures were followed. The document serves as official proof of corporate authority and is essential for maintaining corporate compliance and protecting your company's legal standing.
When do you need this document?
You need a Corporate Resolution Document whenever your company makes significant decisions that require formal authorization. This includes opening new bank accounts, where financial institutions require proof that designated individuals have authority to act on behalf of the corporation. You'll also need resolutions when entering into major contracts, acquiring or disposing of significant assets, or authorizing loans or credit facilities. Public companies must use corporate resolutions for decisions affecting securities, executive compensation, and audit committee actions to comply with Sarbanes-Oxley Act requirements. Additionally, resolutions are necessary when appointing officers, declaring dividends, or making changes to corporate structure.
Key legal considerations
The resolution must clearly identify the governing body making the decision and include specific details about the action being authorized. Proper voting procedures must be followed, with accurate records of votes cast and meeting attendance. The document should include comprehensive recitals explaining the background and reasons for the decision, as this provides important context and legal justification. Certification by the corporate secretary or other authorized officer is crucial for the document's validity. You must ensure that the resolution doesn't conflict with your corporate bylaws, articles of incorporation, or existing agreements. For publicly traded companies, additional disclosure requirements under federal securities laws may apply, and certain resolutions may need to be filed with the Securities and Exchange Commission.
Legal requirements in United States
Under United States corporate law, Corporate Resolution Documents must comply with the specific requirements of your state of incorporation. Delaware corporations, which represent a majority of public companies, must follow the Delaware General Corporation Law, which provides detailed procedures for corporate decision-making and documentation. The resolution must be adopted following proper notice requirements and quorum rules as specified in your corporate bylaws. Federal requirements under the Securities Exchange Act of 1934 apply to public companies, mandating specific procedures for certain types of resolutions. The Internal Revenue Code also impacts corporate resolutions, particularly those involving tax elections, compensation decisions, or transactions with tax implications. State Business Corporation Acts provide additional framework requirements, including filing obligations for certain types of resolutions and maintenance of corporate records.
GOVERNING LAW
Applicable law
This Corporate Resolution Document 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