Corporate resolution
Encyclopedia
A corporate resolution is a corporate action, sometimes in the form of a legal document, that will be voted on or has been voted on at a meeting of the board of directors
for a corporation. The resolution could also be in the form of a "corporate action" which has the same binding effect as an action taken at a duly called meeting. For a corporate action, if allowed by state law and by the bylaws of the corporation, the board of directors
may use a written document to waive formal notice of a meeting and unanimously consent to a resolution.
The resolution could be on just about any subject. One common subject, because it is required by banks and securities firms to open accounts, is to define which individuals are authorized to act on behalf of a corporation
. This form of corporate resolution is also required by title agencies when selling corporate owned real estate. The form and structure of this document varies depending on the state in which the corporation is organized.
Resolutions are not required on Trust or Estate accounts. See: Trust law
.
Some EXAMPLES OF CORPORATE RESOLUTIONS:
Director Resolution to change Registered Office
Director Resolution to change Registered Agent
Director Resolution to adopt the Board of Director's meeting minutes
Director Resolution to adopt with Amendments the Board of Director's meeting minutes
Director Resolution to adopt the Annual Stockholder's meeting minutes
Director Resolution to adopt with amendments the Annual Stockholder's meeting minutes
Director Resolution to approve share transfer
Director Resolution to issue new shares
Director Resolution to issue dividend
Director Resolution to redeem shares
Director Resolution to approve banking resolution
Director Resolution to enter into a contract
Director Resolution to retain an independent contractor
Director Resolution to enter into an employment contract
Director Resolution to sell all assets in the Corporation
Director Resolution to dispense with annual audit and auditor
Director Resolution to revoke signing authority
Director Resolution to appoint signing authority
Director Resolution to remove an officer
Director Resolution to appoint a new officer
Director Resolution to accept the resignation of a director
Director Resolution to remove a director
Director Resolution to appoint a new director
User Defined Resolution
THIS IS NOT A SUBSTITUTE FOR CORPORATE LEGAL COUNSEL. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND ANY AND ALL SITE-RELATED SERVICES. THESE ARE JUST SOME EXAMPLES TO GIVE AN IDEA OF WHAT A CORPORATE RESOLUTION COULD LOOK LIKE.
EX 1:
RESOLUTION TO APPOINT A PURCHASING AGENT
RESOLVED, that NAME is hereby appointed Purchasing Agent of this Corporation with authority to make purchases in the Corporation's name and behalf. Under no circumstances is the Purchasing Agent to have authority to make a purchase for the Corporation if the dollar amount of the purchase or the total dollar amount of a purchase made in installments will exceed ,
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of CORP NAME ,a corporation duly formed pursuant to the laws of the state of NAME and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on DATE ,and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this #,Month of Yr .
SIGNATURE
Secretary
EX 2.
RESOLUTION TO RETAIN AN ACCOUNTANT
WHEREAS, the Corporation requires the services of an accountant for general accounting purposes, including the preparation of tax returns, be it:
RESOLVED, that the Corporation for its general accounting and tax needs retain the accounting firm of upon such terms as may be contained in the proposed terms of engagement annexed hereto or upon such generally prevailing rates as are customarily charged by said accountant.
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of ,a corporation duly formed pursuant to the laws of the state of and that the foregoing is a true record of a resolution duly adopted at a meeting of the and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on ,and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this # , Month of YR .
SIGNATURE
Secretary
EX 3.
RESOLUTION TO RETAIN AN ATTORNEY
WHEREAS, the Corporation requires the services of an attorney for its general legal affairs, be it:
RESOLVED, that the Corporation, for its general legal needs, appoints the law firm of as its general counsel; such appointment being further upon those terms as set forth in the proposed terms of engagement annexed hereto or upon such generally prevailing rates as are customarily charged by said attorney/firm.
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of ,a corporation duly formed pursuant to the laws of the state of and that the foregoing is a true record of a resolution duly adopted at a meeting of the and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on ,and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this , of .
SIGNATURE
Secretary
THIS IS NOT A SUBSTITUTE FOR CORPORATE LEGAL COUNSEL. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND ANY AND ALL SITE-RELATED SERVICES. THESE ARE JUST SOME EXAMPLES TO GIVE AN IDEA OF WHAT A CORPORATE RESOLUTION COULD LOOK LIKE.
Board of directors
A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors...
for a corporation. The resolution could also be in the form of a "corporate action" which has the same binding effect as an action taken at a duly called meeting. For a corporate action, if allowed by state law and by the bylaws of the corporation, the board of directors
Board of directors
A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors...
may use a written document to waive formal notice of a meeting and unanimously consent to a resolution.
The resolution could be on just about any subject. One common subject, because it is required by banks and securities firms to open accounts, is to define which individuals are authorized to act on behalf of a corporation
Corporation
A corporation is created under the laws of a state as a separate legal entity that has privileges and liabilities that are distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business. Early corporations were established by charter...
. This form of corporate resolution is also required by title agencies when selling corporate owned real estate. The form and structure of this document varies depending on the state in which the corporation is organized.
Resolutions are not required on Trust or Estate accounts. See: Trust law
Trust law
In common law legal systems, a trust is a relationship whereby property is held by one party for the benefit of another...
.
Examples of Corporate Resolution PDF and Word Templates
Some EXAMPLES OF CORPORATE RESOLUTIONS:
Director Resolution to change Registered Office
Director Resolution to change Registered Agent
Director Resolution to adopt the Board of Director's meeting minutes
Director Resolution to adopt with Amendments the Board of Director's meeting minutes
Director Resolution to adopt the Annual Stockholder's meeting minutes
Director Resolution to adopt with amendments the Annual Stockholder's meeting minutes
Director Resolution to approve share transfer
Director Resolution to issue new shares
Director Resolution to issue dividend
Director Resolution to redeem shares
Director Resolution to approve banking resolution
Director Resolution to enter into a contract
Director Resolution to retain an independent contractor
Director Resolution to enter into an employment contract
Director Resolution to sell all assets in the Corporation
Director Resolution to dispense with annual audit and auditor
Director Resolution to revoke signing authority
Director Resolution to appoint signing authority
Director Resolution to remove an officer
Director Resolution to appoint a new officer
Director Resolution to accept the resignation of a director
Director Resolution to remove a director
Director Resolution to appoint a new director
User Defined Resolution
THIS IS NOT A SUBSTITUTE FOR CORPORATE LEGAL COUNSEL. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND ANY AND ALL SITE-RELATED SERVICES. THESE ARE JUST SOME EXAMPLES TO GIVE AN IDEA OF WHAT A CORPORATE RESOLUTION COULD LOOK LIKE.
EX 1:
RESOLUTION TO APPOINT A PURCHASING AGENT
RESOLVED, that NAME is hereby appointed Purchasing Agent of this Corporation with authority to make purchases in the Corporation's name and behalf. Under no circumstances is the Purchasing Agent to have authority to make a purchase for the Corporation if the dollar amount of the purchase or the total dollar amount of a purchase made in installments will exceed ,
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of CORP NAME ,a corporation duly formed pursuant to the laws of the state of NAME and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on DATE ,and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this #,Month of Yr .
SIGNATURE
Secretary
EX 2.
RESOLUTION TO RETAIN AN ACCOUNTANT
WHEREAS, the Corporation requires the services of an accountant for general accounting purposes, including the preparation of tax returns, be it:
RESOLVED, that the Corporation for its general accounting and tax needs retain the accounting firm of upon such terms as may be contained in the proposed terms of engagement annexed hereto or upon such generally prevailing rates as are customarily charged by said accountant.
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of ,a corporation duly formed pursuant to the laws of the state of and that the foregoing is a true record of a resolution duly adopted at a meeting of the and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on ,and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this # , Month of YR .
SIGNATURE
Secretary
EX 3.
RESOLUTION TO RETAIN AN ATTORNEY
WHEREAS, the Corporation requires the services of an attorney for its general legal affairs, be it:
RESOLVED, that the Corporation, for its general legal needs, appoints the law firm of as its general counsel; such appointment being further upon those terms as set forth in the proposed terms of engagement annexed hereto or upon such generally prevailing rates as are customarily charged by said attorney/firm.
The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of ,a corporation duly formed pursuant to the laws of the state of and that the foregoing is a true record of a resolution duly adopted at a meeting of the and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on ,and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this , of .
SIGNATURE
Secretary
THIS IS NOT A SUBSTITUTE FOR CORPORATE LEGAL COUNSEL. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND ANY AND ALL SITE-RELATED SERVICES. THESE ARE JUST SOME EXAMPLES TO GIVE AN IDEA OF WHAT A CORPORATE RESOLUTION COULD LOOK LIKE.