Free Directors' Resolution

A written record used by corporations to document formal decisions made at a meeting or by written consent.

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There may be a scenario where a company needs to provide formal evidence of a decision made by a corporation’s board of directors. By creating and executing a Directors’ Resolution document, you can both prove a corporate decision’s legitimacy to third parties and keep your shareholders informed of the company’s course of action.

Resolutions may be passed either at corporate meetings or by written consent. If you are passing this resolution by written consent, you will need to attach it to the document granting that consent from the board of directors.

Frequently Asked Questions


A directors’ resolution is a written record used by corporations to document formal decisions made at a meeting or by written consent.


  1. Corporate Details: List the official legal name, state of formation, and address of the company.

  2. Adoption date and method: Specify when the resolution was made, and whether it transpired at a meeting or via written consent.  

  3. Resolution details: Include the specifics of the resolution(s). 

  4. Certification: Certification is a process in which the corporate representative(s) (typically the secretary or president) sign the resolution document. This may be required by third parties relying on them in scenarios such as obtaining a loan for the corporation. For resolutions passed at a meeting, certification is necessary to assure the reader that the contents of the document accurately reflect the decisions made at the meeting.


You may want to create this document:

  1. For record-keeping purposes; and/or

  2. To demonstrate the validity of the corporation’s decision to a third party.



Examples of decisions include, but aren’t limited to,:

  1. Authorizations for officers to act;

    1. Such as borrowing authorizations, asset transfer authority, trade securities, etc.

  2. Increase dividend distributions to shareholders;

  3. Acquisition of other businesses;

  4. Appointing or hiring new officers; and

  5. Issuing loans.


Be aware that some corporate decisions must be approved by shareholders.


With 360 Legal Forms, it will take you only a few minutes to create your customized Directors’ Resolution. You’ll be guided through each part of the document, and once complete, your Directors’ Resolution will be available for immediate download as either pdf or word document from your secure online account.


Generally, a directors’ resolution does not need to be notarized because it is not being filed outside of the business.