How to Create Corporate Resolutions

What a Resolution Needs to Include

A corporate resolution is a short written record of one specific decision, and a clear one generally includes: the corporation's exact legal name, the date of the meeting or written consent where the decision was approved, a statement identifying whether it's a board or shareholder resolution, the specific action being authorized, written in plain, unambiguous language, a reference to the bylaw or statutory authority for the board or shareholders to take the action, and the signature of the corporate secretary or another authorized officer.

Step 1: Identify the Specific Decision Being Authorized

Start by writing down exactly what's being approved, in one or two sentences. "The Board authorizes the corporation to open a business checking account at First National Bank, with Jane Doe, President, as the sole authorized signer" is clear and specific. Avoid vague language like "the Board approves banking matters generally," since a bank, lender, or title company reviewing the resolution needs to see the exact authority it's relying on.

Step 2: Confirm Who Has Authority to Approve It

Check your bylaws to confirm whether the decision requires board approval, shareholder approval, or both. Routine operational matters, like opening a bank account or approving a standard vendor contract, are typically within the board's authority alone; matters like amending the articles of incorporation, approving a merger, or issuing new classes of stock often require shareholder approval as well, depending on your state's statute and your bylaws.

Step 3: Approve It at a Meeting or by Written Consent

The resolution becomes effective once it's actually approved, either at a properly noticed meeting with a quorum present and a recorded vote, or through unanimous written consent signed by everyone entitled to vote, in states and under bylaws that allow this alternative. Either way, the approval needs to happen before the resolution is relied on; backdating a resolution to cover an action that already happened creates a real risk if the document is ever scrutinized.

Step 4: Put It in Writing and Have It Signed

Once approved, the resolution should be written up formally, even if it was approved verbally at a meeting, and signed by the corporate secretary certifying that it accurately reflects what the board or shareholders approved. Some banks and lenders ask for the signature to be notarized, particularly for a resolution involving a large loan or a real estate transaction, so check the specific requirement of whoever is requesting the resolution.

Common Resolutions a Small Corporation Needs

The most frequently needed resolutions for a small, closely held corporation include: a banking resolution authorizing an account and naming signers, a resolution authorizing a specific loan or line of credit, a resolution electing or removing an officer, a resolution approving the issuance of stock to a new shareholder, a resolution approving a lease or a real estate purchase, and a resolution adopting an employee benefit plan or a retirement plan. Keeping a simple template for each of these on hand speeds up the process the next time one of these decisions comes up.

Keep Resolutions With Your Other Corporate Records

Store each resolution with your minutes, bylaws, and stock ledger in a single corporate records book, whether physical or digital, organized by date so you can quickly locate the specific resolution a bank or buyer asks for. A resolution that exists only as an email attachment someone can't easily find later doesn't serve its purpose as well as one filed consistently in the same place every time.

When a Resolution Isn't Enough on Its Own

A resolution authorizes the corporation's action internally; it doesn't by itself satisfy every external requirement for the underlying transaction. A real estate purchase still needs its own deed and closing documents, and a loan still needs its own promissory note and loan agreement. The resolution is the internal authorization that supports those external documents, not a substitute for them.

Don't Use an Overly Broad, Catch-All Resolution

A single resolution purporting to authorize "any and all actions the officers deem necessary" is harder for a bank or counterparty to rely on than a specific one tied to the actual transaction, and it provides weaker evidence of genuine board oversight if the corporation's formalities are ever challenged. Draft a new, specific resolution for each significant decision instead of stretching an old general one to cover something it wasn't really written for.

Keep a Signed Original, Not Just a Draft

A resolution that was discussed and agreed to but never actually signed isn't a complete record, even if everyone remembers approving it. Make sure every resolution reaches a final, signed version and gets filed with your other corporate records promptly, rather than lingering as an unsigned draft.

Resolutions Can Support, but Don't Replace, Minutes

A resolution adopted at a meeting should still be reflected in that meeting's minutes, even when it's also kept as a standalone signed document. Treat the resolution and the minutes as two linked parts of the same record, not as alternatives to each other.

This Is Not Legal Advice

Which decisions require board approval versus shareholder approval, and what form a resolution needs to take, depends on your state's corporation statute and your bylaws. Talk to a business attorney when drafting a resolution for a significant transaction, like a merger, a large loan, or an ownership change.

A Template Library Saves Time Over the Life of the Business

Rather than drafting each resolution from scratch, build a small library of templates for the decisions your corporation handles repeatedly, banking changes, officer elections, routine contract approvals, and update the specific details each time. This keeps the format consistent across your records and reduces the chance of leaving out a required element, like the date or the specific authority relied on.