A corporate resolution is the written record that proves your board or your shareholders approved a decision. You need one whenever a bank, an auditor, a registry or a counterparty asks who authorized an action, and it only works if it names the right body, the right voting threshold and specific limits.
Below are the steps to draft, pass and record a corporate resolution, with three board resolution examples and a free Word template you can adapt.
In short
- A corporate resolution is the formal written record of a decision taken by the board or the shareholders.
- Boards pass resolutions by majority vote at a meeting with a quorum or, where allowed, by written consent. In Delaware, written consent by the board must be unanimous.
- Ordinary resolutions need a simple majority. Special resolutions need at least 75% under the UK Companies Act 2006.
- Banks and auditors check three things: the right body approved it, the authority is specific, and it’s certified.
What is a corporate resolution?
A corporate resolution is a formal written record of a decision adopted by a company’s board of directors or its shareholders. It states what was decided, who may act on it and within what limits, and it becomes part of the company’s official records.
When the board adopts it, you’ll also see it called a board resolution or a resolution of the board of directors. Same document, same legal weight.
Every corporate resolution has the same skeleton. “Whereas” clauses give the context. “Resolved” clauses state the decision. A certification by the corporate secretary confirms it was properly adopted.
Corporate resolution vs. meeting minutes
Minutes record the meeting: who attended, what was discussed, how the vote went. The resolution records the decision itself, in words precise enough for an outsider to rely on.
A bank wants the resolution. A court reviewing how directors reached a decision wants the minutes. You need both, and they have to match.
Corporate resolution vs. bylaws
Bylaws are the standing rules: board size, quorum, who can call a meeting. A resolution is one decision taken under those rules. If the two conflict, the bylaws win and the resolution is open to challenge.
Why corporate resolutions matter
Compliance is the obvious reason. Three others matter more in practice.
- Authority others can rely on: Banks, landlords and counterparties ask for proof that the person signing can bind the company. The resolution is that proof.
- Protection for directors: A documented decision, with the information the board relied on, shows the board acted on an informed basis. That’s the record you want when a decision is questioned years later.
- Separation between the company and its owners: When courts consider piercing the corporate veil, they can look at whether corporate formalities were observed. Missing resolutions rarely decide a case alone, but they weaken your position.
Our view: a resolution drafted the week the bank asks for it is usually a resolution drafted from memory. Draft it when the decision is taken.
When is a corporate resolution required?
Your bylaws, your charter and the corporate statute where the entity is incorporated set the rules. In practice, expect to need a corporate resolution for the decisions below.
Financial decisions
- Opening or closing bank accounts, changing signatories
- Borrowing, granting guarantees or security
- Declaring dividends
- Approving budgets or capital spend above delegated limits
Governance and personnel
- Appointing or removing officers
- Setting executive compensation
- Creating board committees
- Adopting or amending bylaws, where the board holds that power
Corporate structure and transactions
- Issuing shares or options
- Approving mergers, acquisitions or the sale of major assets
- Forming or dissolving subsidiaries
Operational milestones
- Signing contracts above the delegated authority threshold
- Leasing major premises or entering a new market
- Ratifying actions taken before formal approval
Not every decision needs one. If your delegation of authority policy lets management act below a set threshold, those actions don’t need board sign-off. Know where that line sits before the bank asks.
Ordinary vs. special resolution
These terms come from UK and Commonwealth company law and mostly apply to shareholder resolutions. If your group has UK, Irish, Indian or Australian subsidiaries, you’ll meet both.
Ordinary resolutions
Under section 282 of the UK Companies Act 2006, an ordinary resolution passes by a simple majority. It covers routine shareholder decisions such as appointing directors or approving auditors.
Special resolutions
Section 283 of the UK Companies Act 2006 sets the bar at a majority of not less than 75%. Special resolutions are reserved for fundamental changes: amending the articles of association, changing the company name, reducing share capital.
What US companies use instead
US statutes don’t use the “special resolution” label. Voting thresholds sit in the statute, the certificate of incorporation or the bylaws, and many companies set a supermajority (often two thirds) for fundamental changes.
| Ordinary resolution | Special resolution | US equivalent | |
|---|---|---|---|
| Threshold | Simple majority | At least 75% (UK) | Set by statute, charter or bylaws; supermajority common |
| Typical use | Director and auditor appointments | Articles, name change, capital reduction | Charter amendments, mergers, dissolution |
| Legal basis | UK CA 2006, s. 282 | UK CA 2006, s. 283 | State corporate law and governing documents |
Check the governing documents of each entity before you draft. A resolution passed at the wrong threshold is one you’ll have to ratify later.
How to pass a corporate resolution
You have two routes: a vote at a meeting, or written consent without one. The right choice depends on urgency, on how contested the decision is and on what your governing documents allow.
Vote at a board meeting
Here’s the sequence most boards follow. The legal references are to the Delaware General Corporation Law, § 141, the reference statute for many US corporations.
- Circulate the draft resolution with the board pack, so directors read the exact wording before they vote on it.
- Confirm quorum. In Delaware, it’s a majority of the total number of directors unless the charter or bylaws require more. The bylaws can set a lower number, but never below one third.
- Move and second the resolution, if your rules of procedure require it.
- Discuss and vote. In Delaware, the act of the board is a majority vote of the directors present at a meeting with a quorum, unless the charter or bylaws demand a higher threshold.
- Record the result in the minutes, including abstentions and recusals.
- Certify and file. The corporate secretary certifies the adopted text and files it with the corporate records.
The resolution is only as solid as the meeting behind it. If notice, agenda or attendance was flawed, the decision can be challenged. That’s why it pays to run each board meeting to a clear procedure, from invitation to minutes.
Stop chasing director signatures before every deadline
Written consent without a meeting
Under DGCL § 141(f), a Delaware board can act without meeting if all directors consent in writing or by electronic transmission, unless the charter or bylaws restrict it. The signed consents are then filed with the minutes.
All means all. One director who won’t sign, or can’t be reached, sends you back to a meeting. UK private companies using the model articles work the same way: directors can take a decision in writing only when all eligible directors agree.
Use written consent for time-sensitive, uncontroversial decisions, such as a signatory change or a routine subsidiary approval. Keep a live discussion for decisions where the board debate is itself the evidence of care, such as an acquisition price.
Can you pass a resolution without a board meeting?
Yes, if your corporate statute and governing documents allow written consent and you meet the required threshold. For board action in Delaware, that threshold is every director.
Types of corporate resolutions
Corporate resolutions are usually grouped by the decision they record. Here’s what each type authorizes and who typically asks to see it.
| Resolution type | What it authorizes | Who typically asks for it |
|---|---|---|
| Financial | Budgets, loans, guarantees, dividends, securities | Lenders, auditors, investors |
| Personnel | Officer appointments, compensation, removals | Registries, payroll, counterparties checking authority |
| Operational | Contracts, policies, facilities, new markets | Counterparties, landlords, regulators |
| Banking | Accounts, authorized signatories, transaction limits | Banks |
Common board resolution examples
The three examples below cover the requests legal teams handle most often. Replace the bracketed placeholders with your own details, and have local counsel check wording for each jurisdiction.
Corporate banking resolution example
A corporate banking resolution authorizes a company to open or operate accounts and names who can act on them. Banks won’t open an account or change signatories without one.
It has to say which accounts, which bank, who can sign and up to what amount.
WHEREAS, the Company wishes to open an operating account with [Bank Name];
RESOLVED, that [Officer Name], [Title], and [Officer Name], [Title], are authorized to open and operate accounts in the Company’s name with [Bank Name];
RESOLVED FURTHER, that any payment above [amount] requires the signatures of both authorized persons.
The second “Resolved” clause is where most rejections happen. Spell out the limits and keep the names current. Banks compare them against their own records.
Officer appointment resolution example
When the board appoints a CFO, the resolution establishes the officer’s authority from a specific date. Counterparties and registries rely on it.
WHEREAS, the office of Chief Financial Officer is vacant following the resignation of [Former Officer], effective [date];
RESOLVED, that [Name] is appointed Chief Financial Officer of the Company, effective [date], to serve at the pleasure of the Board;
RESOLVED FURTHER, that the compensation of the Chief Financial Officer shall be as set out in the employment agreement approved by the [Compensation Committee] on [date].
Remember the knock-on effects. Update bank signatory lists, the officers register and any powers of attorney the former officer held.
Dividend declaration resolution example
A dividend resolution fixes the amount, the record date and the payment date. It should also confirm the board is satisfied the company can lawfully pay.
WHEREAS, the Board has reviewed the Company’s financial statements for the period ended [date] and is satisfied that funds legally available for distribution are sufficient;
RESOLVED, that a cash dividend of [amount] per share is declared on the Company’s [class] shares, payable on [payment date] to shareholders of record at the close of business on [record date].
The first “Whereas” clause matters. It records that the board checked solvency before paying, which is the question that gets asked if the company later runs into trouble.
Board resolution template
Before you copy the template, here’s how to write a corporate resolution that a third party will accept on first read.
- Title and number the resolution, so it can be cited and found.
- Identify the body, the date and the method (meeting or written consent), with a quorum statement for meetings.
- Keep “Whereas” clauses factual. Context only, no decisions.
- Put one decision in each “Resolved” clause, with named people, amounts, limits and an expiry date where relevant.
- Add a general authority clause so officers can sign the documents needed to carry out the decision.
- Close with the secretary’s certification and signature lines.
Download a board resolution template
Use this editable template as a starting point for documenting board decisions, recording approvals and assigning signing authority.
Download the Word template
Shareholder resolutions vs. board resolutions
Board resolutions cover decisions the board is empowered to take: strategy, officers, finance, contracts above management limits. Shareholder resolutions cover decisions the law or the charter reserves for the owners.
Under Delaware law, the decisions reserved to shareholders are narrow: electing directors, approving fundamental transactions such as charter amendments, mergers, the sale of substantially all assets or dissolution, and adopting bylaws. The board must initiate those fundamental transactions first. So a merger produces two resolutions: one where the board approves and recommends, one where the shareholders approve.
| Board resolution | Shareholder resolution | |
|---|---|---|
| Who proposes | Directors, often prepared by the corporate secretary | The board, or shareholders meeting ownership thresholds |
| Who votes | Directors | Shareholders, usually in proportion to voting shares |
| Typical subjects | Officers, budgets, banking, contracts, dividends | Director elections, charter amendments, mergers, dissolution |
| Where it’s adopted | Board meeting or written consent | General meeting (such as the AGM) or written resolution where permitted |
| Binding? | Yes, within the board’s powers | Yes when required by law or charter; shareholder proposals at US public companies are often advisory only |
The distinction matters for validity. A board can’t approve what the shareholders must decide, and a resolution from the wrong body is void or voidable. When a decision touches both, map who approves what before you draft anything.
Recording a resolution in the minutes
A resolution that isn’t reflected in the minutes invites questions. Did the vote happen? Was there a quorum? Did conflicted directors step out?
For each corporate resolution adopted at a meeting, the minutes should capture:
- The resolution text, or a reference to it as an annex
- Who moved it, where your procedure requires a mover
- The vote result, abstentions and recusals
- Conflicts declared and how they were handled
- The documents the board relied on
Written consents need a home too. Delaware § 141(f) requires them to be filed with the minutes of the board’s proceedings, in the same paper or electronic form the minutes are kept in. Delaware § 142 also gives one officer the duty to record the proceedings of board and shareholder meetings.
The sequence that keeps you audit-ready: resolution adopted, minutes drafted, minutes approved at the next meeting, certified copy issued to whoever needs it. For the wider role minutes play in board compliance, see our guide to board meeting minutes.
Who needs a corporate resolution?
Any entity whose decisions must be proven to outsiders. The legal obligation varies by entity type.
Corporations: Corporate statutes make many decisions the board’s responsibility and require board proceedings to be recorded. Resolutions are how you show those decisions were properly taken.
LLCs: Formal resolutions often aren’t required by statute, because the operating agreement governs decision-making. Banks, lenders and investors usually ask for a written member or manager consent anyway, so adopt one for anything significant.
Nonprofits: Boards carry fiduciary duties, and the IRS Form 990 asks whether the organization contemporaneously documents the meetings and written actions of its governing body. Compensation and conflict-of-interest decisions deserve particular care.
Partnerships: Corporate resolutions don’t apply, but partnership agreements often require written partner approval for major decisions. The same drafting discipline helps.
Managing corporate resolutions with board portal software
Drafting the resolution is rarely the hard part. The logistics are: getting the current version to every director, collecting votes and signatures across time zones, and producing a certified copy months later when someone asks for it.
When that runs on email, the cost goes beyond the secretary’s time. A missing signature can hold up a financing, an account opening or a closing.
With DiliTrust board portal software, the corporate secretary prepares the resolution with the board pack, and directors vote on it inside the meeting or remotely between meetings. Votes can be anonymous or weighted, and directors can delegate their vote by proxy. Signatures run through the e-signature provider you already use, such as DocuSign or Adobe Sign, with signature tracking showing who still has to sign.
After the meeting, Lini, DiliTrust’s AI assistant, drafts the minutes from transcripts, notes, the agenda and voting records, including the resolutions adopted and the votes taken. An authorized user reviews and validates the draft before it’s final. Resolutions and follow-up tasks are logged in the portal, so you can find what was decided, and what’s still open, when the bank or the auditor calls.
The result: decisions that took the board an hour to make don’t take the business a week to act on. DiliTrust is certified ISO 27001, ISO 27701 and SOC 2.
Frequently asked questions about corporate resolutions
Who creates and signs a corporate resolution?
The board (or the shareholders, for shareholder resolutions) adopts it. The corporate secretary usually drafts it and certifies it, often with the chair’s signature. Officers named in it may sign the documents it authorizes.
Does a board resolution have to be signed by all directors?
Not when it’s adopted at a meeting: the secretary’s certification and the minutes are enough. When it’s adopted by written consent, Delaware requires every director to consent, and many other jurisdictions apply the same rule.
What is the difference between an ordinary and a special resolution?
An ordinary resolution passes by a simple majority. A special resolution needs a higher threshold, at least 75% under the UK Companies Act 2006, and covers fundamental changes such as amending the articles.
What is a certificate of corporate resolution?
It’s a document, signed by the corporate secretary, confirming that a specific resolution was properly adopted and is still in force. Banks and counterparties often ask for one in place of the full minutes.
How long do you need to keep corporate resolutions?
Keep them permanently. They form the record of every major decision and may be requested during audits, litigation or M&A due diligence years after adoption.
What is an example of a corporate resolution?
A corporate banking resolution authorizing two named officers to open an account with a specific bank, with a joint-signature requirement above a set amount. See the annotated examples above.
Can a corporate resolution be passed without a board meeting?
Yes, by written consent, if the corporate statute and your governing documents allow it. In Delaware, every director must consent in writing or by electronic transmission.
Does an LLC need a corporate resolution?
Usually not by law, since the operating agreement governs. In practice, banks and investors often require a written member or manager consent, so it’s worth adopting one for major decisions.
Get the paper right before anyone asks for it
A corporate resolution is judged on the day someone outside the boardroom relies on it: a bank, an auditor, a buyer’s counsel. By then it’s too late to fix the wording, the threshold or the missing signature.
Pass it through the right body at the right threshold, write limits a stranger can apply, and file it with the minutes. Do that, and your resolutions will move the business forward instead of holding it up.
Turn board decisions into action without the signature chase
