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Corporate Resolutions

This internal corporate document can be called differently depending on the type of entity that you have and your location, just to list a few most common: Resolution of Board of Directors, Resolution of Shareholders, and Resolutions of Members of a Limited Liability Company, Certified Transcript of the Annual or Special Meeting. The purpose the document is always the same regardless of how you prefer to title your resolution. The document is often signed by a corporate secretary, chairman of the meeting or whichever other authorized officer as indicated in your By-Laws or Operating agreement. Ideally, the document is created after each meeting or in lieu of such by consent of the managing board and is stored in the corporate ledger. You may never need the document, however to be certain it is best to establish a proper procedures for maintaining such vital records. Whenever the need may arise all that is needed is certification by an authorized officer confirming that the document is an accurate transcript of resolutions adopted on a specific meeting.

So what is the purpose of the Corporate Resolutions? It is quite simple. The internal corporate documents such as corporate resolutions are designed to ensure that whenever the entity takes a particular action (i.e opening bank account, registering foreign office or signing contract), such action was authorized by the managing board f the entity and as such is the will and deed of the entity. Each transcript of the minutes must contain at the minimum the following information:

  • Type of meeting – Annual, Special, Adopted in Lieu of Meeting by Written Consent
  • Date and time the meeting was held
  • Date of adoption and ratification
  • List all resolutions and other necessary business matters adopted
  • Statement by an authorized officer of the entity confirming that all listed resolutions were adopted and ratified

Although there is no set form when it comes how the document should like, many follow a particular design.

TIP: Check your Corporate or LLC Kit for a sample of the Resolution format and wording.

Do not have the time or feel that you prefer to have professional assistance in drafting the document? Fill out our simple online application and have your document prepared for you!

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