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What is a Corporate Resolution?

Documents that are prepared and approved by a corporation's board of directors are known as corporate resolutions.
One of the key elements contained in any such resolution is a listing of individuals who are authorized to conduct specified actions on behalf of the company.
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  • Written By: Malcolm Tatum
  • Edited By: Bronwyn Harris
  • Last Modified Date: 15 October 2014
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Corporate resolutions are documents that are prepared and approved by the board of directors of a given corporation. One of the key elements contained in any such resolution is a listing of individuals who are authorized to conduct specified actions on behalf of the company. When structured according to the specifications identified by the jurisdiction where the resolution is incorporated, they are considered to be legally binding actions until amended by further action on the part of the board.

While the exact structure of a corporate resolution will vary based on local laws and the overall structure of the corporation, there are a few basics that are always present. First, the individuals named within it are granted the ability to assign, sell, and transfer securities issued by the corporation, within the terms and conditions that are associated with those securities.

Second, the resolution is usually not a standing document. That is, there is normally a period of time that these powers to represent the company may be exercised. After that date, it is necessary for the board to review and approve a new resolution renewing the authorizations, or amend the existing one to include a new expiration date.

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As a legally binding resolution, it is usually best for it to include some provisions for unforeseen events that could impact the relationship of the company to any individual named in the document. For example, if the individual should die, the resolution should provide for the transference of powers to another individual named within the document until the board is able to meet and address the issue. Providing for unexpected situations helps to ensure the business of managing the corporate securities continues with as little delay as possible.

A corporate resolution may be a lengthy and detailed document, especially in cases when the corporation is quite large and has a number of securities that require managing. At the same time, it can be brief and to the point in cases where the company is smaller and the matter of securities is not very complicated. As long as the contents of the resolution are in accordance with local law, comply with the bylaws of the company, and meet the needs of the corporation, the length of the resolution is irrelevant.

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Discuss this Article

anon350819
Post 4

If a corporation folds, or simply closes its business, who is responsible for any outstanding debts or taxes?

anon282221
Post 3

I have a question. Can corporate resolution authorize anyone to act on behalf of or represent the corporation? By anyone, I mean a non-employee or an outsider? In the case of non-employees, does a corporate resolution suffice or does the board have to further issue a power of attorney in the favor of such a person?

youbiKan
Post 2

At first glance I would have thought a corporate resolution to be about the mission statement of the company. After reading the article I realize that this isn't the case but rather an important legal document.

For the kind of tasks that the document completes, I would figure the name would be something different.

cmsmith10
Post 1

A company’s board of directors is responsible for making corporate decisions such as election of board members and dividends. A corporate resolution would be needed, for example, if a board decides to increase the size of dividends to be paid to shareholders. A corporate resolution will detail the terms of the new dividends along with other details including the date of the board meeting.

They are also used to identify corporate officers that can assign, transfer, or trade on behalf of the company.

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