Company Resolution Template for the United States

What is a Company Resolution?

Company Resolutions are essential corporate governance documents used to formally record and implement important company decisions. These resolutions are required under U.S. corporate law for various corporate actions, from appointing new directors to approving major transactions. A Company Resolution provides legal protection and clear documentation of the decision-making process, serving as evidence of proper corporate governance and compliance with regulatory requirements. They are particularly important for maintaining corporate records and demonstrating proper authorization for significant company actions.

About the Company Resolution

A Company Resolution is a formal document that records important decisions made by your corporation's board of directors, shareholders, or officers. Under United States corporate law, these resolutions are legally required for many corporate actions and serve as official proof that your company followed proper governance procedures when making significant decisions.

When do you need this document?

You need a Company Resolution whenever your corporation makes important decisions that require formal documentation. This includes appointing or removing directors and officers, approving major contracts or transactions exceeding certain thresholds, authorizing loans or credit facilities, declaring dividends, and approving mergers or acquisitions. Public companies particularly need resolutions for decisions affecting securities, financial reporting, or compliance with Sarbanes-Oxley Act requirements. You'll also need resolutions when opening bank accounts, signing lease agreements for significant properties, or making any decision that third parties may require formal corporate authorization to recognize.

Key legal considerations

Your Company Resolution must clearly identify the decision being made and demonstrate that proper corporate procedures were followed. The resolution should include specific details about what was decided, who voted, and whether the decision was unanimous or passed by majority vote. Under federal securities laws, public companies must ensure resolutions comply with disclosure requirements and don't conflict with existing corporate governance policies. The resolution must be properly authenticated with signatures from authorized officers and maintained in your corporate records. Consider whether the decision requires shareholder approval versus board approval, as this affects the validity of your resolution. Be aware that certain resolutions may trigger additional regulatory filings or disclosure requirements under federal law.

Legal requirements in United States

United States corporate law requires that Company Resolutions follow specific formatting and authentication procedures. Under the Delaware General Corporation Law, which governs many U.S. corporations, resolutions must be properly recorded in corporate minutes and signed by authorized officers. The resolution must include the company's legal name, date of adoption, and clear statement of the decision made. For public companies, the Securities Exchange Act of 1934 and Sarbanes-Oxley Act impose additional requirements for certain types of resolutions, particularly those affecting financial reporting or internal controls. State Business Corporation Acts in your state of incorporation may have specific requirements for resolution language and approval procedures. The resolution must be kept in your corporate records and may need to be provided to banks, lenders, or regulatory agencies as proof of corporate authorization.