What is a corporate resolution and when you need one

Corporate Resolution Definition and Meaning

What is a corporate resolution?

When people ask “What is a corporate resolution?” the answer is straightforward. The corporate resolution definition refers to a formal record of a decision made by a company’s board of directors or shareholders. In other words, the corporate resolution meaning refers to an official document that confirms what actions the organization has authorized and who has the authority to carry them out.

Purpose of resolutions in company governance

Corp resolutions serve as the official record of the board’s actions. For instance, keeping written resolutions helps keep the board accountable to laws and shareholders by creating a clear paper trail. It shows regulators or investors exactly what was decided and when. 

Difference between corporate and business resolutions.

When you ask what are corporate resolutions, the term refers to a formal written decision adopted by a corporation’s board of directors or, in rare cases, by shareholders at a general meeting when their formal approval is required by law. It confirms the company’s official approval of an action and identifies who has the authority to carry it out. 

By contrast, what is a business resolution document refers to a broader concept: it can mean a decision document used by any type of business entity, an internal policy adopted by owners or managers, or even an informal statement of business intent like strategic goals, depending on the context.

When Is a Corporate Resolution Required?

Major corporate decisions (e.g., opening bank accounts, signing contracts)

You need a resolution for all important business decisions: if your company is opening a new branch and needs a separate bank account, if you’re hiring a new CEO or issuing stock to a partner, the board resolves to do that as well. These formal documents ensure every major action is properly approved and recorded.

Appointing officers, directors, or shareholders

Board resolutions are also required for changes in leadership or ownership:

• Officers and Directors: When the board wants to appoint or remove corporate officers (like a CEO or CFO), it does so by passing a resolution. Similarly, filling or changing board members is done via resolution.

• Owners/Shareholders: If the company issues new shares or brings in a new investor, this must be authorized by a resolution, as the changes in ownership are significant.

Mergers, acquisitions, and changes to company structure

Any major restructuring of the company calls for a resolution. The board will formally resolve to approve a merger with another business or the acquisition of an outside company, as well as actions such as selling the company’s assets, changing the corporate charter, or dissolving the business. 

Types of Corporate Resolutions

General and special resolutions

• A regular resolution is adopted by a simple majority of votes — that is, if more than half of the board members vote "yes". They concern the company's daily affairs. 

• A special resolution requires more support — usually two-thirds, three-quarters, or even unanimity. It is used in important situations: when it is necessary to change the charter, approve a merger of companies, or take other serious steps.

Board vs shareholder resolutions

A board resolution usually concerns operational management issues: appointing managers, approving contracts, approving the budget.

A shareholder resolution is adopted by the owners of the business. It is required when shareholder consent is legally necessary: electing new directors, approving large-scale mergers, or amending the charter.

Corporate resolution letters and certificates

A corp resolution letter records what the board approved. Companies commonly use such letters to inform banks, regulators, or partners  who is authorized to act. 

Many resolutions include a Certificate of Corporate Resolution which is typically a section at the end of the document, signed by corporate officers. In the certificate, the officers will certify that the meeting took place and list the resolutions adopted.

How to Write a Corporate Resolution

Standard format and key elements

Think of the creation of a resolution as a roadmap:

Here's your checklist for creating a resolution:

1. Document Header

• Include the company’s full legal name

• Date of the board meeting

• Resolution number or title

2. Background

• Use “Whereas” to introduce the context and reasons for the resolution

• Explain the situation or need that led to the decision

3. The Decision 

• Use the RESOLVED to introduce the actual decision. 

• If multiple actions are being approved, list each as a separate RESOLVED clause 

4. Voting Record

• Indicate how the decision was approved:

  • Unanimous vote

  • Specific vote count

• Add names of those who voted for or against

5. Signatures

• The resolution becomes official once signed by the appropriate corporate officer

• Include the date of signing

Certificate of corporate resolution — what it includes

Many resolutions include a certificate section which typically contains a statement by an officer certifying that the resolution was properly adopted. A typical certificate will:

• Begin by identifying the officers certifying the document.

• State the meeting date and that it was duly convened.

• List each resolution item (each “RESOLVED” clause) that was adopted.

• Conclude with the date and the official signatures of the corporate secretary and sometimes the board chair or president.

Legal Importance and Recordkeeping

Why resolutions are legally binding

Corporate resolutions carry legal weight because they document the board’s formal approval. Once a resolution is adopted, the company is legally bound to comply with it.

It shows that the corporation followed the proper procedure (board vote) to make the decision. This helps preserve the company’s liability protection. In the absence of a resolution, a court or bank might question whether the action was officially approved. 

Where and how resolutions are filed or stored

Companies should retain copies of resolutions indefinitely in a secure but accessible place so that they can be presented when needed. Typically, resolutions are kept in the corporate minute book or a dedicated resolutions binder. In practice, the signed resolution with the meeting minutes is stored in the company’s files.

Resolutions are not usually filed with any government agency, but they must be readily retrievable. This is important because outside parties may request them.

Audits, compliance, and corporate transparency

During an audit or due diligence review, accountants and regulators will check resolutions to ensure the company followed rules.

Overall, thorough recordkeeping of resolutions helps demonstrate accountability and transparency in corporate governance. Contact Icon.Partners — we’ll help you prepare your corporate resolutions accurately, and in full legal compliance.

FAQ on Corporate Resolutions

What is a corporate resolution letter?

A corporate resolution letter is a written record of a board decision used to inform banks, regulators, or partners who are authorized to act on the company’s behalf.

When is a corporate resolution required?

For major corporate actions: opening bank accounts, hiring or removing officers, issuing shares, approving mergers, selling assets, changing the charter, or dissolving the company.

Who signs a corporate resolution?

A resolution must be signed by the appropriate corporate officer.

What is a certificate of corporate resolution?

A certificate of corporate resolution is a section at the end of the document in which an officer certifies that the meeting took place and the resolution was duly adopted.

Are corporate resolutions legally binding?

Yes, resolutions are legally significant because they document the board’s formal approval.