Corporate resolution

A corporate resolution or written resolution is a document issued by a board of directors, outlining a binding corporate action.[1]

Resolutions may authorize routine transactions such as opening corporate bank accounts, or adopting a fictitious business name.[2] Others may be used to delegate, approve, or rescind decision-making authority to individuals to act on behalf of the corporation.[2]

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.

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.

In the United Kingdom, the Companies Act 2006 made provision allowing for written resolutions to be signed by a majority of a company's shareholders, replacing the previous requirement that all shareholders' signatures were required.[3]

Resolutions are not required on Trust or Estate accounts: see Trust law.

References

  1. ↑ Chen, James (October 2, 2022). "Corporate Resolution: Definition, How They Work, and Types". Investopedia. Retrieved June 22, 2024.
  2. 1 2 Mancuso, Anthony (1998). The corporate minutes book: The legal guide to taking care of corporate business. Berkeley: Nolo Press. ISBN 0-87337-479-7.
  3. ↑ Department of Trade and Industry, Companies Act: A summary of what it means for private companies, February 2007, URN 07/712, page 2
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