Introduction to Corporate Resolution


Corporate resolutions are vital legal documents that outline binding decisions made by a company’s board of directors. They establish the rules and framework for board actions under various circumstances. This article delves into the significance of corporate resolutions, their types, and why they are essential for maintaining a company’s independence and compliance with laws and regulations.

Introduction to corporate resolution

Corporate resolutions are foundational documents that provide a formal record of decisions made by a company’s board of directors. These resolutions serve as a guiding framework for the board’s actions in various situations. In this article, we’ll explore what corporate resolutions are, how they function, their types, and their importance in ensuring a company’s adherence to legal and regulatory standards.

Understanding corporate resolutions

A corporate resolution is a written document created by a company’s board of directors. This document outlines binding corporate actions and decisions. A board of directors represents the interests of a company’s shareholders and plays a pivotal role in establishing corporate policies, appointing executives, and providing oversight.

Corporate resolutions are instrumental because they establish the rules and guidelines governing the board’s conduct in diverse scenarios. These resolutions are typically documented in board meeting minutes, with variations in format and structure.

How corporate resolutions work

Corporate resolutions are critical for maintaining a company’s independence from its owners. They ensure that decisions made by the board and corporate executives do not create conflicts of interest with shareholders.

The board of directors is responsible for making significant decisions and setting corporate policies. It operates as a requirement for all public companies, guiding them in defining overarching goals, supporting executive functions, and managing resources effectively. Many pivotal decisions are recorded as corporate resolutions in board meeting minutes.

These resolutions hold the board accountable to legal regulations and the fiduciary duty owed to shareholders. They create a documented trail of decisions that can be reviewed by regulators, the IRS, shareholders, and corporate officers to verify compliance with regulations, tax laws, and corporate bylaws.

Types of corporate resolutions

Corporate resolutions encompass a wide range of decisions made by a company’s board of directors. They address major financial choices and ownership changes. Some common types include:

  • Authorization of officers to act on behalf of the corporation, including handling securities, assets, and financial transactions.
  • Changes to the company’s dividend distribution policy to shareholders, such as increases or suspensions.
  • Actions like purchasing real estate, applying for loans, issuing debt (e.g., corporate bonds), and voting in new board members.
  • Changes in the executive management team, executive compensation, issuance of new equity shares, and other strategic decisions.
  • Engagement in mergers, acquisitions, joint ventures, and changes to employee benefits or retirement plans.

Corporate resolutions serve as the official documentation following board votes, usually without the need for submission to external oversight bodies.

Examples of corporate resolutions

Common examples of corporate resolutions include adopting new bylaws, approving changes in board membership, defining access to company finances, deciding on mergers and acquisitions, and determining executive compensation.

Do you need a corporate resolution?

Corporate resolutions are essential when significant changes occur within a company. They serve as legally binding records of decisions and actions taken by the board of directors.

Who creates a corporate resolution?

The responsibility for creating a corporate resolution falls on the board of directors. They are entrusted with making binding decisions that impact the company, and these decisions are documented in corporate resolutions.

Frequently asked questions about corporate resolutions

What is the difference between a corporate resolution and corporate bylaws?

A corporate resolution and corporate bylaws serve different purposes. A corporate resolution is a document that records specific decisions made by a company’s board of directors, while corporate bylaws are a set of rules and procedures that govern the overall operation of the corporation. Corporate resolutions are more focused on individual decisions and actions, whereas bylaws provide a broader framework for the company’s governance.

Can corporate resolutions be amended?

Yes, corporate resolutions can be amended. If the board of directors needs to change a previous decision outlined in a corporate resolution, they can do so by passing a new resolution that supersedes the previous one. It’s important to maintain clear records of all resolutions and their amendments to ensure transparency and compliance.

Are corporate resolutions legally binding documents?

Yes, corporate resolutions are legally binding documents. They represent formal decisions made by a company’s board of directors and are essential for ensuring that these decisions are carried out in accordance with applicable laws and regulations. Failing to adhere to the terms outlined in a corporate resolution can have legal consequences.

Do all companies need corporate resolutions?

Not all companies require corporate resolutions. The necessity for corporate resolutions often depends on the type of decisions being made and the company’s specific circumstances. Public companies and those with complex governance structures typically use corporate resolutions more frequently. However, it’s advisable for any company to consider using corporate resolutions when making significant decisions to maintain transparency and legal compliance.

What is the role of corporate resolutions in mergers and acquisitions?

Corporate resolutions play a crucial role in mergers and acquisitions (M&A) by documenting the board’s approval of such transactions. These resolutions outline the terms and conditions of the M&A deal, including the exchange of assets, liabilities, and ownership. They provide a legal basis for the company to proceed with the transaction and ensure that all parties involved are aware of the board’s decisions.

Are corporate resolutions publicly available?

Corporate resolutions are typically not publicly available documents. They are internal records of a company’s board of directors and are not required to be disclosed to the public. However, in some cases, certain details of corporate resolutions may be included in public filings, especially for publicly traded companies, as part of regulatory compliance and transparency requirements.

Key takeaways

  • Corporate resolutions are essential legal documents outlining binding decisions by a company’s board of directors.
  • They provide a framework for board actions in various situations and are crucial for maintaining a company’s independence.
  • Corporate resolutions ensure compliance with legal and regulatory standards, serving as documented evidence of decisions made by the board.
View article sources
  1. CORPORATE RESOLUTION – Nebraska Banking and Finance
  2. Corporate Resolution Form –
  3. Model Corporate Resolution for SBA Commitment –