Corporate Resolution Document for the United Kingdom

Corporate Resolution Document Template for United States

A Corporate Resolution Document is a formal record of decisions or actions taken by a corporation's board of directors or shareholders. Under U.S. corporate law, these documents serve as official evidence of authorized corporate actions and are typically required for major business decisions, banking relationships, and regulatory compliance. The document must comply with both federal regulations and state-specific corporate laws where the company is incorporated.

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What is a Corporate Resolution Document?

Corporate Resolution Documents are essential legal instruments used to document significant company decisions and authorize specific actions. These resolutions are required under U.S. corporate law when companies need to formally approve major business decisions, open bank accounts, designate signing authority, or undertake significant transactions. They serve as official evidence of corporate actions and are often requested by banks, government agencies, and other institutions as proof of corporate authority. The document typically includes details of the decision, voting results, and certification by authorized officers.

What sections should be included in a Corporate Resolution Document?

1. Title and Date: Corporate name, type of resolution, and date of adoption

2. Declaration: Statement identifying the governing body making the resolution

3. Recitals: Background information and reasons for the resolution

4. Resolution Statement: The actual decision or action being approved

5. Certification: Authentication by authorized officer or secretary

What sections are optional to include in a Corporate Resolution Document?

1. Whereas Clauses: Additional context and reasoning - used for complex decisions requiring detailed background

2. Voting Results: Record of how the vote was conducted and results - used when specifically required by bylaws or for significant decisions

3. Implementation Instructions: Specific directions for carrying out the resolution - used for resolutions requiring specific execution steps

What schedules should be included in a Corporate Resolution Document?

1. Voting Record: Detailed record of votes cast by each board member

2. Supporting Documents: Any referenced materials or exhibits

3. Previous Resolutions: Referenced or amended prior resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate structure, shareholder rights, and corporate governance requirements

Securities Exchange Act of 1934: Federal law governing securities trading and public company requirements, relevant for publicly traded corporations

Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial disclosure standards for public companies

Internal Revenue Code: Federal tax regulations affecting corporate decisions and their tax implications

State Corporation Laws: Specific corporate laws of the state where the company is incorporated, governing formation, operation, and dissolution

State Business Corporation Acts: State-specific legislation providing framework for corporate governance and operations

Articles of Incorporation: Primary governing document filed with state authorities establishing the corporation's existence and basic structure

Corporate Bylaws: Internal rules governing the corporation's operation, management structure, and decision-making processes

Shareholder Agreements: Contracts between shareholders defining rights, obligations, and procedures for corporate governance

SEC Regulations: Federal securities regulations governing public companies, including disclosure and reporting requirements

State Record Keeping Requirements: State-specific rules for maintaining corporate records, meeting minutes, and official documentation

Notarization Requirements: State-specific requirements for document authentication and verification in corporate resolutions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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