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Corporate Company Resolution

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CORPORATE COMPANY RESOLUTION

Recitals

WHEREAS, the Board of Directors of (the Company) deems it in the best interest of the Company to enter into and perform under a certain agreement described herein; and

WHEREAS, the Board has considered the terms, scope and financial implications of the proposed arrangement with and finds such arrangement advisable and within the corporate powers of the Company; and

WHEREAS, at a meeting of the Board of Directors held on , a quorum being present, the Board voted to adopt and authorize the actions set forth in this resolution.

Resolution

RESOLVED, that the Company is authorized to enter into and perform the Agreement entitled "" with upon such terms and conditions as are set forth in the draft presented to the Board and as further negotiated by authorized officers of the Company.

FURTHER RESOLVED, that , in the capacity of , is authorized and directed to negotiate, execute and deliver the Agreement and any ancillary documents and instruments on behalf of the Company, and to take all actions reasonably necessary to effectuate the foregoing.

Scope of Work

Payment Terms

Total Compensation: $

Late Payment: A late fee equal to per month on the overdue balance or the maximum permitted by applicable law, whichever is less, shall accrue on any unpaid amounts thirty (30) days after the stated due date.

Term and Termination

Term Commencement Date: ; Term Expiration Date:

Either party may terminate the Agreement for convenience upon days' prior written notice. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within thirty (30) days after receipt of notice of such breach.

Confidentiality

All non-public, proprietary or confidential information disclosed by either party in connection with the Agreement shall be maintained in confidence and shall not be disclosed to third parties except as required by law. Confidentiality obligations shall continue for years following the termination or expiration of the Agreement. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Governing Law

This Resolution and any agreement authorized hereby shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. Any dispute arising under or in connection with the Agreement shall be resolved in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction thereof.

Entire Agreement

This Resolution, together with the Agreement and any schedules or exhibits attached thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of all parties.

Board Action and Certification

The undersigned, being the Secretary of the Company, hereby certifies that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors of the Company on the date indicated below, that said resolution remains in full force and effect and has not been modified or rescinded and that the actions authorized herein have been duly authorized by the Board.

Company Representative:

By:

Date:

Authorized Counterparty:

By:

Date:

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What a Corporate Company Resolution Is and when it’s used

A Corporate Company Resolution is an internal corporate document that records board or shareholder decisions authorizing specific actions on behalf of the corporation. Typical uses include designating officers to open bank accounts, approve contracts, transfer assets, authorize loans, or complete filings with government agencies. The resolution sets the effective date, identifies the corporate body making the decision, states the specific action approved, and names the individuals empowered to act. Properly executed resolutions create a clear corporate record and support institutional and third‑party reliance on delegated authority.

Why a clear Corporate Company Resolution matters

A well‑drafted resolution documents corporate authority, reduces ambiguity for banks and vendors, and supports legal compliance. It provides a concise record of who may act for the company and under what limits.

Why a clear Corporate Company Resolution matters

Who typically prepares and relies on this resolution

Corporate resolutions are prepared by corporate officers or in‑house counsel and passed by the board or shareholders as required by bylaws or state law.

  • Corporate officers and general counsel who draft and record approved corporate actions.
  • Board members and shareholders who vote to approve major corporate decisions.
  • External parties (banks, vendors, escrow agents) that require proof of authorized signatories.

Third parties such as banks, title companies, and counterparties rely on resolutions to confirm signing authority and corporate consent for transactions.

Core elements to include in a professional resolution

Include clear, unemotional language that specifies the decision, authority granted, effective date, and any limits. Attach exhibits when needed for clarity.

Title

Short identifying heading such as 'Board Resolution Authorizing Bank Account' to make the record searchable and specific.

Recitals

Brief background statements (whereas clauses) that explain the context and legal basis for the action without adding ambiguous conditions.

Resolved Clause

A plain directive stating what the board or shareholders authorize, using decisive verbs like 'authorize', 'approve', or 'delegate'.

Authorized Persons

Full legal names and titles of individuals empowered to act, including signature authority limits and any delegation conditions.

Effective Date

State the date the resolution takes effect and whether it is retroactive or conditional upon filing or third‑party acceptance.

Certification

A signed certification by the corporate secretary or authorized officer confirming the resolution is in the corporate records.

Required data fields and recordkeeping notes

Corporate Name: Use the exact legal entity name.
Entity Type: Corporation, S‑corporation, or other designation.
State of Incorporation: State listed on the certificate of incorporation.
Resolution Date: MM/DD/YYYY format recommended.
Authorized Signers: Full names and titles.
Record Location: Minute book or electronic corporate records.

Step‑by‑step: preparing and adopting a resolution

Follow these steps to ensure the resolution is valid, recorded, and usable by third parties. Confirm requirements in bylaws and state law before finalizing.

  • 01
    Draft the text: Prepare clear recitals and resolved clauses reflecting the intended action.
  • 02
    Call the meeting: Provide required notice to directors or shareholders per bylaws and governing law.
  • 03
    Vote and record: Record the vote outcome in minutes and adopt the written resolution.
  • 04
    Certify and distribute: Have the secretary certify the resolution and provide copies to banks or counterparties.

Configuring an online completion and approval workflow

Set up a digital workflow that captures approvals, timestamps, and signers to create an auditable record for the corporate file.

Field Configuration
Signer Roles and Order Define signers (board, secretary) and set sequential or parallel signing.
Authentication Level Choose email, SMS OTP, or stronger ID verification for high‑risk actions.
Required Attachments Attach minutes, exhibits, or certificates required by banks or regulators.
Retention and Export Enable PDF export and secure storage with audit trail retention.

Typical routing: from board vote to third‑party acceptance

A standard routing sequence ensures the resolution moves from internal approval to external use with evidence of authority.

  • Draft and Approve: Board or shareholders adopt the resolution at a recorded meeting.
  • Certify: Secretary signs a certification and attaches minutes if required.
  • Provide to Third Party: Deliver certified copy to bank, escrow, or counterparty.
  • Record and Store: Place original in minute book and retain electronic copy with audit trail.

Digital delivery and technical requirements

Use a platform that preserves an audit trail, supports required authentication, and exports certified PDFs for corporate records.

  • Authentication Options: Email, SMS OTP, or KBA where needed.
  • Integrations: Supports CRM and storage systems such as Salesforce or NetSuite.
  • Export Formats: PDF/A with embedded audit trail recommended.

Choose a provider that offers secure storage, configurable signer authentication, and exportable certified PDFs so the corporate record remains verifiable and durable.

Timing considerations and common deadlines

Some actions tied to corporate resolutions have external deadlines; plan adoption and certification accordingly to avoid processing delays.

Bank Account Opening:

Provide certified resolution before account activation; banks set their own timeframes.

Real Estate Closings:

Deliver certified resolution by the closing date to meet title company requirements.

Government Filings:

File or attach resolutions to filings when required by agency deadlines.

Contract Execution:

Ensure resolution is effective on or before contract signature date.

Effective Date:

If retroactive authority is needed, state it explicitly in the resolution.

Key milestones from adoption to archival

Track these sequential stages so the resolution is enforceable, certified, and retained according to policy and law.

01

Draft Completed

Resolution text finalized and circulated for review.

02

Meeting Held

Board or shareholders vote and the minutes are recorded.

03

Certification Signed

Secretary signs certification and attaches requisite documents.

04

Archive

Original placed in minute book; certified copies distributed to stakeholders.

Common preparation mistakes to avoid

  • Using informal or ambiguous language that fails to specify limits on authority, causing third‑party rejection.
  • Mismatched names or titles between resolution and corporate formation documents, which can trigger bank or title rejections.
  • Failing to attach required minutes, exhibits, or certified officer signatures requested by a counterparty.
  • Skipping a certification by the secretary or omitting the recording of the vote in corporate minutes.

Risks and consequences of defective resolutions

Transaction Delay: Third parties may block transactions.
Contract Voidance: Counterparties may refuse enforcement.
Liability Risk: Unauthorized acts can expose officers to liability.
Regulatory Scrutiny: Noncompliance can trigger agency inquiries.
Bank Rejection: Banks may require reissuance or additional documentation.
Audit Issues: Incomplete records complicate audits.

eSignature vendor comparison for executing Corporate Company Resolutions

Compare core pricing and features for typical eSignature vendors when electronic execution, authentication, and certified PDFs are required for corporate resolutions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real examples of how resolutions are used

Practical scenarios show typical language and attachments used to support corporate actions.

Bank Account Authority

The board authorized opening a corporate bank account with two signers.

  • Resolution names signers and dollar limits.
  • The certified resolution and a secretary’s certificate satisfied the bank, enabling account setup without further documentation.

Asset Sale Approval

Shareholders approved sale of noncore assets at a special meeting.

  • Resolution delegated negotiation authority to the CEO.
  • Attaching the sale agreement as an exhibit and certifying minutes enabled the buyer and escrow agent to close the transaction.

Frequently asked questions about Corporate Company Resolutions

Answers to common legal and practical questions about drafting, signing, notarizing, and storing corporate resolutions.


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