A company can only act through people, and a corporate resolution is how it proves which people and which acts. When a corporation opens a bank account, signs a major contract, borrows money, or appoints officers, the counterparty wants more than a business card: it wants the formal record that the board (or the shareholders) approved the action and named who may carry it out. The certified resolution is that record, and banks in particular will not open a corporate account without one.
This template produces the complete instrument: the resolved language, the authorized officers, the adoption record (meeting or unanimous consent), and the secretary's certification, for corporations and LLCs alike.
When a resolution is needed, and who adopts it
Not every business decision needs a resolution: officers run day-to-day operations under their standing authority. Resolutions document the decisions above that line, either because the law assigns them to the board or shareholders, or because a counterparty demands proof of authority. The division of labor follows corporate law's standard architecture: the board of directors decides ordinary major matters (banking, borrowing, significant contracts, officer appointments, dividends), while fundamental changes (amending the articles, merging, selling substantially all assets, dissolving) require shareholder approval, usually on the board's recommendation. LLCs mirror the pattern with managers and members, and although LLC statutes impose less formality, banks and title companies ask LLCs for resolutions just the same.
- Classic board resolutions: open bank accounts and set signers, authorize a loan or lease, approve a major purchase or sale, appoint or remove officers, adopt a plan or policy.
- Classic shareholder resolutions: elect directors, amend articles or bylaws, approve a merger or dissolution, ratify major board actions.
- Counterparty-driven resolutions: banks, lenders, title companies, and government agencies each have transactions they will not close without a certified resolution.
Meeting vote or written consent: two valid paths
A resolution can be adopted two ways, and both produce an equally valid document. The traditional path is a vote at a duly called meeting: notice given per the bylaws, a quorum present, a majority (or the required supermajority) voting in favor, all reflected in the minutes. The modern small-company path is action by written consent: every director or shareholder signs a consent document containing the resolution, no meeting held. Nearly all states permit written consent, but the default for boards is unanimity: one holdout means a meeting must actually be held, where a majority suffices. Small companies run almost entirely on unanimous consents for good reason: they are fast, unambiguous, and self-documenting. Whichever path is used, the resolution should state it, because the certification the counterparty relies on certifies the adoption process as well as the text.
| Meeting vote | Unanimous written consent | |
|---|---|---|
| Notice and quorum | Required per bylaws | Not applicable |
| Approval threshold | Majority of quorum (typically) | All directors or shareholders sign |
| Documentation | Minutes plus the resolution | The signed consent itself |
| Best for | Contested or discussed decisions | Routine and uncontested decisions |
Drafting resolved clauses and certifying the result
A well-drafted resolved clause reads like an instruction, not a narrative: what is approved, in concrete terms (the bank, the loan amount and rate cap, the contract and counterparty), who is authorized to act, and the limits on that authority, such as dollar thresholds, dual-signature requirements, or an expiration date. The companion clause naming authorized officers is what counterparties actually consume: it tells the bank whose signature binds the account and tells the other side of a deal who may sign the contract. The secretary's certification then makes the document portable: it certifies the copy is true, the resolution was duly adopted and remains in force, and the named officers hold their offices. Keep the original in the minute book; certified copies go to whoever requires them. If a resolution is later changed, adopt a superseding resolution and notify anyone who relied on the old one, because reliance continues until written notice.
Resolutions are corporate hygiene, not just paperwork
A minute book with real resolutions behind major decisions is core evidence that the corporation is genuinely separate from its owners: it supports the liability shield against veil-piercing claims, satisfies lender and acquirer due diligence, and answers IRS questions about officer compensation and distributions years later.
Check your governing documents first
Bylaws and operating agreements can raise voting thresholds, require specific procedures, or reserve decisions to particular bodies, and state statutes control what written consent requires. A resolution adopted through the wrong process certifies nothing. This template is a self-help document, not legal advice.
Frequently asked questions
What is a corporate resolution used for?
It is the formal written proof that a company approved an action and authorized specific people to carry it out: opening bank accounts, borrowing, signing major contracts, appointing officers, or approving fundamental changes. Banks and many counterparties will not proceed without a certified resolution in the file.
Do LLCs use corporate resolutions?
Yes, in practice constantly. LLC statutes impose less formality than corporate law, but banks, lenders, and title companies request member or manager resolutions from LLCs just as they do from corporations. This form supports both entity types with the appropriate terminology.
Does a resolution require a meeting?
No. Every state allows action by written consent without a meeting: the directors or shareholders simply sign the resolution. For boards, the statutory default is that consent must be unanimous; if anyone declines to sign, hold a meeting where an ordinary majority of a quorum can adopt it.
Who certifies a corporate resolution?
The corporate secretary (or another officer keeping the records, in an LLC often a manager or managing member) certifies that the copy is accurate, the resolution was duly adopted and remains in effect, and the named officers hold their offices. The certification is what lets an outside party rely on the document.
Is a corporate resolution the same as meeting minutes?
No. Minutes narrate an entire meeting: attendance, discussions, and every vote taken. A resolution records one decision in operative language, ready to certify and hand to a bank or counterparty. Decisions adopted at meetings appear in both: stated in the minutes, extracted as certified resolutions when someone outside needs proof.