By law, every corporation must keep a record of all significant decisions made. A Corporate Resolution does precisely that.
A Corporate Resolution indicates a binding corporate action. In most cases, the document contains all newly established policies, executive appointments, and affirmations of the corporation's direction.
A Corporate Resolution is a binding document providing the framework for how the board of directors should act in certain situations. The document also leaves a paper trail of all significant decisions made.
Corporate Resolutions are usually filed alongside meeting minutes, another in-house corporate document. While one uses meeting minutes to keep track of the agenda and all actions taken in the meeting, Corporate Resolutions are the important new decisions about the company.
For example, a Corporate Resolution outlines a corporation establishing itself as an independent legal entity. There are many other types of decisions that can qualify as Corporate Resolutions.
A standard resolution is the authorization of certain people in the corporation to open a bank account and write checks in the company's name. Other common resolutions include the purchase of real estate for the corporation and applying for loans and credit.
Many corporations use Corporate Resolutions to vote for new board members. When two corporations talk about a merger or acquisition, they use a Corporate Resolution to that effect.
Depending on your state, a Corporate Resolution may also be known as:
Corporate Board Resolution
Certificate of Corporate Resolution
Corporate Resolution Certification
Certified Corporate Resolution
Board of Directors' Corporate Resolution
Directors' Resolution
Board Resolution Format
All corporations are technically required to use Corporate Resolutions to document the actions and decisions arrived at by the board of directors. Essentially, the goal is to keep the board accountable to their fiduciary responsibilities.
Since a corporation is a separate entity to the members and shareholders, it is imperative to demonstrate its independence concerning its decisions and action through a Corporate Resolution. They are the necessary corporate shield that protects the owners from potential claims of liability.
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A Corporate Resolution should be clear and concise in documenting the board's decision. Things get much easier if you go with a proven Corporate Resolution template.
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To create your document, please provide:
Date and location: The date and address where the resolution was made.
The State: The state where the corporation was incorporated.
Title of the document: Most commonly, the decision is also the title.
Corporation's Name: Full legal name of the corporation.
Details of the decisions: Every decision made is listed separately and briefly explained, in addition to whether it is the handiwork of the board of directors.
Names and signatures: In most cases, the board's chairman signs the document, though sometimes all the directors may also sign.
Shareholder: A person owning shares in a corporation
Board of directors: A group of directors appointed by the shareholders of a corporation to act on their behalf
Meeting Minutes: A written record of every action taken in a corporation's formal meeting
Annual Meeting: A formal meeting held at the end of the fiscal year
Fiduciary: A person supposed to act in another's best interests
Revenue: The annual gross receipts of a corporation
Joint Venture: A business arrangement between two or more companies wherein they group their resources to achieve a common goal
LLC Resolution: The LLC's version of a Corporate Resolution
Critically, a Corporate Resolution retains the board's exact wording. Any discrepancy could render the resolution invalid. The Managing Director or the Chairperson most common signs the original copy of a Corporate Resolution, and less typically by any two directors.
After a Corporate Resolution is signed, file it alongside all other resolutions and formal documents in the corporation's minute book. An internal document does not have to be filed with any state authority or be notarized. However, it is not out of the realm of possibility for state or federal agencies to request a corporation's particular resolutions for closer examination.
No, they are not. The articles of incorporation are filed with the state during the company formation to establish a corporation. Corporate resolutions only come into play after the articles of incorporation have been approved and the corporation is established.
By law, limited liability companies make use of formal resolutions known as LLC Resolutions or LLC Corporate Resolutions. These resolutions work in almost the same way except they are approved by the managing members of an LLC.
As far as most people are concerned, C corporations are full-fledged corporations as is the case with all major companies in the US, while S corporations are what sole proprietors and LLC owners use to transition to the corporate arena. The advantage is that an S Corp does not pay taxes and its income is considered the owner or owners’ personal income. This in effect avoids possible double taxation.
To cut to the chase, it means that you could potentially your limited liability protection. If a claimant could not get the corporation to fully pay damages, they could go after your personal assets, if it has not been adequately established that the corporation is a separate entity.
For one, IRS auditors could ask a corporation to submit the full record of all Corporate Resolutions. Another common occasion is to demonstrate proper authorization so that a bank could go ahead and open or close an account for the corporation.
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