- A corporate resolution immortalizes the authorization of a certain action. The resolution identifies those who may take the action on the corporation's behalf and is authorized by the corporation's board of directors.
Type of Action
- A corporation may authorize any action via resolution, from simple procedural matters to fundamental corporate changes.
Majority and Quorum
- Unless the articles of incorporation or bylaws of the corporation specifically require a greater number, approval of the resolution by a majority of the board of directors is sufficient, so long as a quorum is present when the vote is taken. Quorum requirements vary by state, but cannot be less than one-third of the board.
- Some states require that the corporate resolution document be certified. Proper certification includes the application of the corporate seal and, in some cases, notarization.
- Standardized forms for creating corporate resolutions, complete with instructions, are available on many online websites. For resolutions dealing with more complex transactions and authorizations, however, legal counsel is also advisable.