Directors' Resolution

A Directors’ Resolution is a record of a specific resolution or resolutions made by a corporation’s board of directors.

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A Directors' Resolution documents the decisions made by a corporation's board of directors.

When a board of directors reaches an essential resolution in a board meeting, it must be put in writing and then certified. It's also important to remember that a Directors' Resolution can also be created with written consent.

What Is a Directors' Resolution?

To grasp what a Directors' Resolution is, it's essential to know the purpose of a board of directors. Essentially, this is a group of directors with a fiduciary duty toward the shareholders of a corporation.

They are retained to guide the corporation, set goals, and ensure everything runs smoothly. This leads to why they need documents to record all the resolutions made. A Directors' Resolution usually contains a decision that's exceedingly important to a corporation.

For example, a board of directors may reach a resolution to enter a long-term lease, open a corporate bank account, appoint new officers, and even authorize loans. All significant decisions require the board to vote and for the resolution to be documented.

Other Names for Directors' Resolution

Depending on your state, a Directors' Resolution may also be known as:

  • Written Resolution

  • Company Resolution

  • Boards of Directors' Resolution

  • Resolution of Board of Directors

  • Board Resolution

  • Corporate Resolution

  • Consent to Action Without Meeting

Who Needs a Directors' Resolution

In short, a corporation needs to keep a record of all the resolutions made. An official paper trail is essential for any corporation and shows how the decisions came about in detail. Also, a third-party could request to inspect these resolutions. This could range from a bank, a court, and to the IRS.

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How to Create a Directors' Resolution with 360 Legal Forms

A Directors' Resolution must have all the necessary information to document the decision appropriately made. You'll want to have a template ready for all future resolutions.

Let 360 Legal Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.

What Information Will I Need to Create My Directors' Resolution?

To create your document, please provide:

  • Corporation details: The legal name of the company, state of formation, complete address, and other relevant information

  • Date and location: When and where the resolution was made

  • Resolution: All the specificities of the resolution in question

  • Statement of resolution's approval: A statement saying all the directors have agreed to the resolution

  • Names and signatures directors: Printed names of the directors and their signatures

  • Secretary signature and name: The name of the company's secretary and their signature

Directors' Resolution Terms

  • Corporation: A company structure recognized by law as a separate entity

  • Shareholders: People owning shares in a corporation

  • Board of Directors: A group of people appointed to supervise a corporation and act on behalf of the shareholders

  • Chairperson: The director who leads the board

  • Secretary: A person in a senior position with the authority to implement decisions of the board of directors

  • Agenda: A list of all topics to be discussed in a meeting

  • Meeting Minutes: The written record of a formal corporate meeting

  • Fiscal year: Any defined period of 12 months a company uses for financial reporting and budgeting, which does not have to equal the calendar year of January to December

  • Corporate bylaws: A set of rules adopted by the board of directors of a corporation

Directors' Resolution Signing Requirements

Once they reach a resolution within or without a board meeting, it's crucial to go over the written resolution and make sure everything is in order. If mistakes are absent, the directors and the secretary can proceed to sign the document. Notarization is not required.

What to Do with Your Directors' Resolution

All Directors' Resolutions should be included in the corresponding Meeting Minutes and stored in the corporation's minute book. A Directors' Resolution does not have to be filed with any governmental bodies.

Frequently Asked Questions

A person who has signing authority in a corporation has the power to conduct business and banking transactions in the name of the corporation. He or she is usually officially identified and present at the Board of Director’s meeting and of course, there can be multiple people who have signing authority.

A dividend is a type of payment to shareholders determined on a per share basis. In most cases, dividends are paid in cash but they could also be in the form of new shares and even in ownership of the corporation's assets.

The answer is yes. If shareholders are not happy with the resolution that the board of directors arrives at, they can attempt to override it. They can also issue a Special Shareholders’ Resolution to make changes to the articles of incorporation, the number of directors, and so on.

This is the official address where all of a corporation’s important records are kept. The minute book, resolutions, and similar documents are forwarded to this registered office for safekeeping. The address is on file with relevant government departments like a state’s department of taxation.

If you don't put the resolution reached by the board in writing, it may not be legally binding.
The document must identify and describe the resolution and include the board's approval. Without it, it would be as if it was a verbal agreement.

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Applicable to all 50 states
Applicable to all 50 states

Our documents are vetted by lawyers and are applicable to all 50 states.