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Resolution of the Directors of Corporation

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RESOLUTION OF THE DIRECTORS

A CORPORATION

RESOLVED, at a meeting duly held by the Directors of a Corporation, hereinafter “Corporation”, based on unanimous vote of all Directors as follows:

THAT Bank, (address), (city), (State), or any branch thereof, hereinafter “Bank”, is hereby designated as a depository for the funds of the Corporation and until notified in writing as herein provided, Bank is hereby authorized to accept and receive deposits or collection, any and all items purporting to be endorsed in the Corporation name, and to make payments from the funds of the Corporation on deposit with Bank upon and according to the check of the Corporation signed by any one of the following persons of the Corporation, and such other persons as may from time to time be authorized:

Name:
Signature:
Name:
Signature:
Name:
Signature:

THAT, the President, Vice-President, Secretary or Treasurer of the Corporation, or either of them, is hereby authorized and empowered to certify and deliver to Bank a copy of this Resolution, and to execute a proper signature card(s) bearing the authorized signatures of them, and to execute new card(s) as deemed necessary.

THAT all acts and things necessary to have been done pursuant to this resolution and by the offers of the Corporation in connection therewith are hereby approved, ratified and confirmed.

THAT this resolution shall remain in full force and effect until written notice of revocation of same signed by the President, Vice-President or Secretary of the Corporation is delivered to Bank.

SO RESOLVED, this the day of 20

Director

Director

Director

I officer of the Corporation, hereby certify that the above Resolution was adopted by all the Directors of a Corporation on the day of , 20 at a meeting duly called at which a quorum was present and voting.

Respectfully submitted,

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What a Resolution of the Directors of Corporation Is

The Resolution of the Directors of Corporation is a formal written record of decisions adopted by a corporation’s board of directors. It documents actions such as appointing officers, authorizing contracts and banking relationships, approving mergers or asset transfers, or delegating authority to execute agreements. A resolution typically records the motion, vote tally, effective date, and authorized signatories. Well‑drafted resolutions create a clear corporate authorization for third parties, provide an auditable governance trail for regulators and auditors, and reduce disputes about corporate authority and scope of delegation.

Why a Board Resolution Matters for Corporate Actions

A formal Resolution of the Directors of Corporation provides legal clarity, documents board approval for third parties, and preserves evidence for compliance, audits, and creditor or counterparty reliance.

Why a Board Resolution Matters for Corporate Actions

Who prepares and relies on this resolution

Corporate secretaries, in‑house counsel, and board chairs commonly prepare these resolutions to document formal board action and delegation.

  • Board directors adopt and vote on corporate actions, creating the formal authorization recorded in corporate minutes.
  • Corporate secretary drafts, files, and retains the resolution; often certifies copies for banks and regulators.
  • Banks, lenders, and counterparties rely on certified resolutions to confirm signing authority before transactions.

Stepwise process to finalize and certify a directors' resolution

Follow these steps to draft, approve, and distribute a valid Resolution of the Directors of Corporation.

  • 01
    Prepare: Gather bylaws, prior minutes, and draft specific authorization text for the board to consider.
  • 02
    Notice: Provide meeting notice per bylaws or obtain unanimous written consent when permitted.
  • 03
    Adopt: Record the motion, vote tally, and any dissent in the corporate minutes and resolution document.
  • 04
    Certify: Have the corporate secretary sign or certify the resolution; provide certified copies to third parties as needed.

Suggested eSubmission workflow settings

Configure a predictable digital workflow to collect, certify, and store signed resolutions.

Field Configuration
Authentication Email verification; add SMS or KBA for higher assurance
Template Create a reusable resolution template with preplaced signature fields
Bulk Send Use bulk send for repetitive certification requests to banks
Audit Trail Enable full audit logs with IP, timestamp, and signer attribution

Digital signing and distribution flow for a corporate resolution

This sequence shows common online steps from drafting to delivering a certified resolution to stakeholders.

  • Upload: Upload the resolution draft in PDF or DOCX format.
  • Place fields: Add signature, initial, date, and title fields for directors and secretary.
  • Send: Send secure signing links to directors with required authentication.
  • Deliver: Issue certified copies and store the executed resolution in corporate records.

Technical considerations for eSigning and certification

Choose a platform that supports secure authentication, auditable trails, and enterprise integrations for records management.

  • Format support: PDF, DOCX, and printable audit evidence
  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
  • Authentication: Email, SMS, KBA, or SSO per policy

eSignature platform pricing and feature snapshot

Basic pricing and feature availability for common eSignature vendors. signNow is listed first per table conventions.

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 free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security and compliance facts relevant to corporate resolutions

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II; ISO 27001; PCI DSS
HIPAA: Supports HIPAA compliance with a signed BAA
21 CFR Part 11: Compliant options for FDA-regulated records
Audit Trail: Timestamps, IP, and signer attribution retained
Accessibility: WCAG 2.0 Level AA support

Consequences of an incorrect or incomplete resolution

Bank Refusal: Counterparty may refuse transactions
Contract Voidance: Agreements signed without proper authority risk unenforceability
Regulatory Scrutiny: Incomplete records invite audits or inquiries
Corporate Disputes: Ambiguous delegations can cause shareholder or director disputes
Financial Exposure: Unauthorized actions may create liability for officers
Reputational Harm: Repeated defects undermine counterparty trust

Common preparation mistakes to avoid

  • Using vague language such as 'authorize actions' without limits, which can leave scope ambiguous and expose the corporation to unintended obligations.
  • Failing to record the vote tally or attendance, making it difficult to prove proper corporate approval during audits or disputes.
  • Providing uncertified or unsigned copies to banks; many institutions require a corporate secretary’s certification or an original/notarized signature.
  • Not aligning the resolution with existing bylaws or prior board delegations, which can create contradictory authority and legal uncertainty.

Practical tips for accurate and efficient resolutions

Adopt a consistent template and approval workflow to reduce rework and ensure third‑party acceptability.

Use precise language
Draft specific authority limits (dollar caps, time limits, scope). Vagueness causes delays and potential disputes with banks or counterparties.
Attach supporting docs
Include exhibits such as board minutes, officer certificates, or bylaws excerpts to provide context and speed third‑party review.
Maintain certified copies
Have the corporate secretary certify an executed copy for each bank or counterparty that requires proof of authority.
Automate templates
Use a validated template and digital workflow to prevent field errors and capture a secure audit trail automatically.

Real-world examples of board resolutions and their uses

Two illustrative examples show how resolutions are used to authorize corporate actions and support third‑party reliance.

Optica Ventures COO

The team adopted a resolution to authorize bank signers and vendor contracts.

  • The resolution named specific officers and limits.
  • The certified copy enabled the bank to open corporate accounts quickly and supported vendor onboarding without additional documentation.

Tech Data CEO

The board approved delegation for routine contract execution to an operations officer.

  • Delegation included dollar thresholds and expiry date.
  • As a result, signatory delays were reduced and internal approvals aligned with corporate policy and audit requirements.

Typical signatories and their roles

Board Chair

Presides over the meeting, moves or seconds motions as required by bylaws, and may sign resolutions when bylaws authorize the chair to attest to board action.

Corporate Secretary

Prepares and certifies the resolution, maintains the corporate minute book, and issues certified copies to third parties such as banks and auditors.

Key dates and timing considerations for a resolution

Track dates carefully to ensure the resolution’s effective date and evidence of approval are aligned with transactions.

Meeting Date:

Record the actual date the board met or the unanimous written consent date.

Effective Date:

Specify when authority begins; may be the meeting date or a later specified date.

Minutes Filed:

Include the resolution in the corporate minutes within the period required by corporate policy.

Provide Certified Copy:

Supply certified copies to banks or counterparties before executing transactions.

Retention Start:

Retention begins on the date of creation or approval per record policy.

Milestones from draft to certified distribution

Sequential milestones show typical processing stages and expected actions for each step.

01

Draft Resolution

Prepare precise authorization language and attach necessary exhibits.

02

Call Meeting / Consent

Provide notice or collect unanimous written consent per bylaws.

03

Board Vote Recorded

Document attendance and vote tally in minutes.

04

Certify and Distribute

Corporate secretary certifies copies and distributes to banks and counterparties.

Frequently asked questions about directors' resolutions

Answers to common questions about validity, signing authority, notarization, and storage for a Resolution of the Directors of Corporation.


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