What Is a Corporate Resolution for an LLC?

An LLC resolution - sometimes called a corporate resolution for LLC - functions the same way as a corporate board resolution, but it is approved by the managing members of the LLC rather than a board of directors. LLCs are not typically required by law to hold formal board meetings, but major decisions - such as opening a bank account, taking out a loan, or adding a new member - generally benefit from a formal written resolution. Most banks and financial institutions will require one before proceeding with any significant transaction on behalf of the LLC. An LLC resolution should include the company name, date of the decision, the specific resolution statement, and the signatures of the managing members who approved it. 360 Legal Forms supports both corporation and LLC resolution formats through the same guided questionnaire. Need an LLC resolution? Create yours at 360 Legal Forms - customizable for your exact situation. Just pay applicable subscription fees.

What Is a Certificate of Corporate Resolution?

A certificate of corporate resolution is a certified copy of an existing corporate resolution, typically accompanied by a statement from the corporate secretary confirming that the resolution is genuine, was properly adopted, and remains in full force. Third parties - particularly banks, lenders, title companies, and government agencies - commonly request a certificate of corporate resolution before approving major transactions. For example, a bank may require one before opening a new business account, approving a line of credit, or processing an authorized wire transfer. A Corporate Banking Resolution is a related document specifically designed for financial institution submissions. The certificate of corporate resolution is not the same as the Statement of Incorporator, which is a document filed when the corporation is initially formed. The certificate is issued after the corporation is established and confirms the authority granted by a specific resolution.

Is a Corporate Resolution the Same as the Articles of Incorporation?

No. Articles of incorporation are filed with the Secretary of State or equivalent office to legally establish a corporation. They are a formation document - filed once, at the beginning. A corporate resolution is an ongoing internal document. It records major decisions made after the corporation is already formed. The two documents serve entirely different purposes and are not interchangeable.

Do LLCs Need a Corporate Resolution?

Generally, yes - especially for banking and financial transactions. Most banks and lenders require an LLC resolution before opening accounts, approving loans, or authorizing significant transactions on the company's behalf. While LLCs are not always legally required to adopt formal resolutions the way corporations are, maintaining written records of major decisions protects the liability shield between the LLC and its members. An undocumented decision can make it harder to prove the LLC acted as a separate legal entity - which is the foundation of limited liability protection.

Does a Corporate Resolution Need to Be Notarized?

Notarization is generally not required for a corporate resolution used internally. However, it is highly recommended whenever the resolution will be submitted to a bank, lender, government agency, or any third party requiring proof of authority. Some financial institutions require notarization as a condition of approval. Others will accept an unnotarized resolution accompanied by the corporate secretary's certification. Always check the requirements of the specific institution or agency before finalizing your document.

Who Has Corporate Resolution Signing Authority?

In most cases, the board chairperson or managing director signs the original corporate resolution. The corporate secretary also signs to certify the accuracy of the record. However, signing authority can vary based on the company's bylaws and the type of decision involved. In some cases, all directors may be required to sign. In others, the resolution may specifically name an authorized officer - such as the CEO or CFO - to execute a particular action on the company's behalf. Always refer to your corporate bylaws to confirm the exact signing requirements for your company.

What Happens If You Don't Have a Corporate Resolution?

Without a corporate resolution, you risk undermining the legal separation between the corporation and its owners. If a claimant cannot collect from the corporation, they may attempt to "pierce the corporate veil" and pursue the owners' personal assets - arguing that the corporation was not operated as a truly separate entity. Additionally, without proper documentation, banks may refuse to open accounts or approve loans, the IRS may scrutinize financial decisions during an audit, and the corporation's authority to act in certain transactions may be questioned.

Corporate Resolution Form | Template for LLCs & Corporations

Key Takeaways - A corporate resolution is a written record of a significant decision made by a corporation's board of directors or shareholders - it creates an official, binding record of corporate action. - Both corporations (C-Corps and S-Corps) and LLCs generally need corporate resolutions to document major decisions and protect the liability shield between owners and the business entity. - Corporate resolution signing authority determines who is legally authorized to sign on behalf of the company - typically the board chairperson, secretary, or authorized officers. - A certificate of corporate resolution is a certified copy of the resolution that third parties - such as banks, lenders, and government agencies - commonly request before approving major transactions. - Create your corporate resolution form at 360 Legal Forms - attorney-vetted, customizable for all 50 states, and downloadable as a PDF or Word file. Just pay applicable subscription fees.

A corporate resolution is a formal written document that records a significant decision made by a corporation's board of directors or shareholders. It is the official record that a company had proper authority to take a major action - whether opening a bank account, authorizing a loan, appointing an officer, or entering a significant business arrangement.

Whether you run a small corporation, an S-Corp, or an LLC, this form ensures every major business decision is properly documented and legally defensible. No legal experience is needed to create one - 360 Legal Forms guides you through every step.

What Is a Corporate Resolution?

A corporate resolution is a binding document that records an important decision made at a formal meeting of a corporation's board of directors or shareholders. It serves as the official paper trail confirming the company acted within its authority - and that its decision-makers were properly involved.

By law, most corporations are generally required to maintain records of significant decisions through business compliance documents, including corporate resolutions. These records support the company's legal standing as a separate entity from its owners, which is the foundation of limited liability protection.

Common decisions documented in a corporate resolution include:

Opening or closing a corporate bank account

Authorizing an officer to sign documents or take out a loan

Voting in a new board member or corporate officer

Approving a merger, acquisition, or major real estate purchase

Issuing shares of stock

Adopting large marketing campaigns or entering major business arrangements

Setting up a new business location

A corporate resolution is typically not required for routine, day-to-day business operations - only for decisions significant enough to require formal board or shareholder approval.

Ready to document your company's decisions? Start your free corporate resolution form at 360 Legal Forms - takes just minutes to complete. Just pay the applicable subscription fees.

Corporate Resolution vs. Meeting Minutes

These two documents work together but serve different purposes. Meeting minutes are a written record of everything discussed during a formal meeting, including the agenda, attendance, discussion points, and actions taken. A corporate resolution is the official record of the specific decision that resulted from that meeting.

Think of meeting minutes as the transcript of the meeting and the corporate resolution as the binding outcome. Both documents are generally filed together in the corporation's Meeting Minutes record and minute book.

Other Names for a Corporate Resolution

Depending on your state or institution, a corporate resolution may also be known as:

Corporate Board Resolution

Board Resolution

Certificate of Corporate Resolution

Board of Directors Resolution

Directors' Resolution

Corporate Resolution Certification

Certified Corporate Resolution

LLC Resolution (for limited liability companies)

Business Corporate Resolution

No matter what it is called in your state, 360 Legal Forms generates the correct, attorney-vetted version automatically based on your location.

Who Needs a Corporate Resolution?

A corporate resolution is generally required whenever a corporation or LLC makes a major decision that affects the structure, finances, or authority of the business. Common situations include:

C-Corporations and S-Corporations - Most corporations are generally required by state law and their own corporate bylaws to document major decisions through formal resolutions. For more on how C-Corps and S-Corps differ, the IRS provides helpful guidance.

LLCs - While LLCs operate differently from corporations, they often use LLC resolutions to document major decisions made by managing members.

Business owners seeking financing - Banks and lenders typically require a corporate resolution - or a certificate of corporate resolution - before approving loans, credit lines, or new accounts.

Companies undergoing ownership changes, transferring ownership, issuing shares, or entering a merger, generally require a formal resolution to establish proper authority.

Any company subject to IRS audit - The IRS may request a corporation's full record of resolutions to verify that major financial decisions were properly authorized.

A corporate resolution is typically not needed for day-to-day operational decisions - only for significant actions that require formal board or shareholder authorization.

What Does a Corporate Resolution Include?

A legally valid corporate resolution form generally includes the following fields. 360 Legal Forms ensures all required fields are present in your customized template.

Field	Details	Why It Matters
Corporation Name	Full legal name of the business entity	Ties the resolution to the correct legal entity
State of Incorporation	The state where the corporation was formed	Ensures the document aligns with applicable state laws
Date and Location	Date and address where the resolution was adopted	Creates a complete, verifiable record of when and where the decision was made
Title of Resolution	A brief, descriptive title summarizing the decision	Makes the document easy to reference and organize in the minute book
Resolution Statement	The specific decision made, written in clear and precise language	The core of the document - must be exact; any discrepancy may render the resolution invalid
Authorized Signatories	Names and titles of those authorized to act on the resolution (corporate resolution signing authority)	Confirms who has legal authority to execute the decision on the company's behalf
Board Member List	Names of all board members who adopted the resolution (quorum confirmation)	Verifies that a sufficient number of authorized decision-makers approved the action
Secretary Acknowledgment	Name and signature of the appointed corporate secretary	Certifies that the record is true and accurate
Signatures	Signatures of the board chairperson, directors, or authorized officers	Gives the resolution its legal effect - unsigned documents are generally not valid

How to Fill Out a Corporate Resolution (Step by Step)

1. Gather Company Information

Before completing the form, collect your company's full legal name, state of incorporation, and the names and titles of all board members and authorized officers. Having this information on hand ensures accuracy throughout the document.

2. Write the Resolution Statement

Draft the specific decision in clear, precise language. The resolution statement is the most critical part of the document - the board's exact wording must be preserved. A common example:

"It is resolved that [Name of Bank] is authorized to establish a bank account in the name of [Company Name], and that [Authorized Person] is hereby authorized to sign on behalf of the company."

You may include multiple resolution statements in a single corporate resolution form if multiple decisions were made at the same meeting.

3. Record the Date, Time, and Location

Include the full date, time, and address where the resolution was adopted. This creates a complete, verifiable record of when the decision was formally made.

4. Establish Corporate Resolution Signing Authority

Identify who is authorized to sign and act on the resolution - typically the board chairperson, corporate secretary, or designated officers. This signing authority section is often the information that banks and lenders review most closely before approving transactions.

5. Confirm the Quorum

List all board members present and confirm that a quorum - the minimum number of members required to make a decision valid - was met. Check your corporate bylaws for the specific quorum requirement.

6. Collect Signatures

The board chairperson or managing director generally signs the original copy of the corporate resolution. In some cases, all directors may also sign. The corporate secretary should also sign the Certificate of Secretary, which certifies the record as true and accurate.

7. Notarize if Required

Notarization is generally not required for internal corporate resolutions. However, it is highly recommended - and sometimes required - when submitting to a financial institution, government agency, or as part of a loan application. Notarization confirms the identities of the signers and adds a layer of legitimacy to the document. Check your state's requirements before finalizing.

8. File in the Corporate Minute Book

Once signed, file the original resolution alongside all other resolutions and formal records in the corporation's minute book. For international transactions or regulatory reviews, also prepare a certificate of corporate resolution (see below).

Skip the guesswork - create your corporate resolution form at 360 Legal Forms and get a complete, attorney-vetted document in minutes. Just pay applicable subscription fees.

How to Create a Corporate Resolution with 360 Legal Forms

Creating a corporate resolution through 360 Legal Forms is straightforward. Answer our guided questionnaire, and the system builds your customized corporate resolution document - no legal experience needed.

Once complete, download your form instantly as a PDF or Word file from your secure online account. Pam Rogers, a verified 360 Legal Forms customer, noted that the forms are easy to use and the support is there when you need it.

What Information Will I Need to Create My Corporate Resolution?

Full legal name of the corporation or LLC

State of incorporation

Date and address where the resolution was adopted

Title of the resolution (usually a brief description of the decision)

The resolution statement(s) - the specific decision(s) made

Names and titles of authorized signatories (signing authority)

Names of all board members who adopted the resolution

Corporate secretary's name and signature

Corporate Resolution Terms

Board of Directors: A group of individuals elected by shareholders to oversee the corporation's major decisions and policies.

Shareholder: A person or entity that owns shares in a corporation.

Meeting Minutes: A written record of all actions taken and topics discussed during a corporation's formal meeting. Learn more about Meeting Minutes.

Quorum: The minimum number of board members who must be present for a decision to be legally valid - defined in the corporate bylaws.

Minute Book: The official record book where a corporation stores all resolutions, meeting minutes, and formal corporate documents.

Fiduciary Duty: The legal obligation of board members and officers to act in the best interests of the corporation and its shareholders.

Certificate of Corporate Resolution: A certified copy of a resolution, typically provided to banks, lenders, or government agencies as proof of authority.

LLC Resolution: The equivalent of a corporate resolution for a limited liability company - approved by the managing members rather than a board of directors.

Corporate Resolution Signing Requirements

In most cases, the board chairperson or managing director signs the original corporate resolution. The corporate secretary also signs to certify the record as accurate. Notarization is generally not required for internal use, but is typically recommended - and sometimes required - when submitting the document to a bank, lender, or government agency. Always check your state's requirements and confirm with the requesting institution before finalizing.

If you are the sole-custody director or a sole officer of a small corporation, you may sign alone - but documenting the full authorization process is still recommended to protect your liability shield.

What to Do With Your Corporate Resolution

Once your corporate resolution is signed, follow these steps:

File it in the minute book. Store the original alongside all other resolutions and formal records. A well-maintained minute book is your first line of defense during an IRS audit or legal challenge.

Distribute copies to authorized parties. Provide copies to any officers named in the resolution and, if applicable, to the bank, lender, or government agency requesting proof of authority.

Attach a Certificate of Corporate Resolution if required. For banking transactions, loans, or regulatory submissions, a certified copy of the resolution is often required. See the next section.

Confirm no state filing is needed. A corporate resolution is generally an internal document and does not need to be filed with a state authority. However, state or federal agencies may request copies for review. Explore our full attorney-vetted document library for related forms.

Why Use 360 Legal Forms for Your Corporate Resolution?

Easy legal documents at your fingertips

Our guided questionnaire walks you through every field - company name, resolution statement, signing authority, board member details, and more. You get a complete corporate resolution document that reflects your exact situation, not a generic one-size-fits-all printout.

Easily customized

Create unlimited corporate resolutions and revisions, download as a PDF or Word file, and sign online - all from your secure 360 Legal Forms account. Vinny, a verified 360 Legal Forms customer, found the service very useful and praised the support team for helping him through the process.

Applicable to all 50 states

Every corporate resolution form template on 360 Legal Forms is reviewed by experienced attorneys and designed to work across all 50 states. Whether you're forming an S-Corp in Texas or an LLC in California, your document is built to fit your jurisdiction.

Conclusion

A corporate resolution is one of the most important tools for protecting your business. It documents that major decisions were made with proper authority, keeps your liability shield intact, and gives banks, lenders, and government agencies the proof they need to act on your behalf.

Whether you need a standard corporate resolution, an LLC resolution, or a certificate of corporate resolution, 360 Legal Forms makes the process straightforward. Create your free corporate resolution form at 360 Legal Forms - download as a PDF or Word file instantly. Just pay applicable subscription fees.

360 Legal Forms is not a law firm and does not provide legal advice. The information provided is for general informational purposes only. Consult a licensed attorney for advice specific to your situation.

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