The Corporate Resolution
Free Sample Resolutions

I am building this section one corporate resolution at a time. My intent here is to offer you a broad range of sample resolutions you may use as templates to personalize for your own specific situation. Be patient, though. If you don’t find the sample resolution you need, please check back often with this section of my website.

I plan to add new sample resolutions regularly. Also, if you don’t find the resolution you need, contact me (Dan) using this form. Be sure to concisely describe your situation for me, and I’ll try find - or I will draft - a sample resolution to fit the circumstance. I’ll then post it in generic form in this section of Incorporation911.com. (Please note: You can be sure I am always discrete when communicating with you, and I will serve you in complete confidence.

This service is FREE! Compliments of Dan and Incorporation911.com.

Initially, each sample resolution I put up in this section is designed for use with a U.S.-based (state chartered) corporation, either and “S” or a “C” corporation. In many cases, corporate resolutions may be adapted for use with a limited liability company, limited partnership or a trust. In many cases, the resolutions may also be adapted for use with non-U.S. companies. As always, you should consult your appropriate professional advisor before taking any formal action that will effect you or your company’s legal or tax status.

Follow the links at the bottom of this page to view my expanding library of sample resolutions.

Need for resolutions

Generally, it unnecessary for directors or shareholders to adopt a formal corporate resolution in order to bind the corporation or otherwise confer authority to bind the corporation. Still, resolutions have their place and importance. Formally adopting and recording a resolution in the minutes should reduce or eliminate misunderstanding among directors and shareholders, the corporation and its creditors or other parties related to or interested in the resolution’s subject matter.

Corporate resolutions also are invaluable as proof of the proceedings of a meeting. They become part of the corporation’s permanent record and are relied upon as being accurate in their representation.

Courts frequently consider corporate resolutions to be contracts. A resolution may represent an agreement between the corporation and a creditor, or more often between the owners/shareholders and the managers/directors. Therefore, in litigation the court may limit the evidence determining the contract in dispute to the actual wording of the resolution as recorded in the minutes. It has been said that the minutes of meetings are presumed to be accurate, and that they are prima facie evidence of the facts they recite. When minutes, and the resolutions contained within them, are considered along side the corporation’s by-laws, they have been held to be the highest proof of the powers of corporate officers, and the best evidence of the actions, events and decisions they record.

Highest proof. Best evidence. That’s strong, isn’t it? What’s higher proof than the highest? What’s better evidence than the best?

When to Resolve

Corporate resolutions differ from by-laws. While by-laws are more permanent and continuing, resolutions usually pertain to single acts that can be voted upon and passed at any lawful corporate meeting or by unanimous consent without a formal meeting. A motion is made and seconded, and the resolution is voted upon and approved or not. Generally, there is no absolute rule for when a resolution is the proper form for taking action.

A formal resolution is likely essential:

• When the corporate articles, charter, by-laws, or governing state statute requires action be taken by resolution.
  
• When a certification is required to be filed or publicly recorded stating the stockholders or directors have granted authority for the corporation to act or perform. For instance, when a corporation sells its own real estate, a stockholders’ or directors’ resolution should be adopted authorizing and approving that sale, and further authorizing and directing corporate officer(s) ( such as the president or a vice president) to prepare and sign the deed, escrow instructions and other transactional documentation. In fact, it is common for title insurance companies to require such a resolution be certified for their record before they will agree to insure title and close the sale.

Resolutions are advisable:

• When the directors or stockholders (as may be required) decide to amend the corporate articles, charter or by-laws;
  
• When permanently (until otherwise resolved) changing corporate management regulation;
  
• When the subject of the resolution is a matter that is referred to from time-to-time; and
  
• When the subject of the resolution is important to the corporation’s overall business operation or existence.

If the corporation’s conduct is subject to likely future changes, acting by resolution is usually more appropriate than amending the by-laws. resolutions provide a clear understanding and good record of their subject matter, while allowing the flexibility to be more easily modified or repeal as situations change and time goes on. Directors have the right to repeal or rescind any previous action as long as it does not breach the contract or impede a vested right, such as a shareholder’s right to a dividend or vote.

Corporate Formalities

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