To fill out a corporate resolution, you write a short formal document that names the corporation exactly as it appears in its articles of incorporation, sets out the background facts in one or more “Whereas” clauses, states the specific action being authorized and who is empowered to carry it out in one or more “Resolved” clauses, and finishes with the Corporate Secretary’s certification that the resolution was properly adopted. Do that carefully and the bank, landlord, or closing agent asking for it will accept it the first time.
Gather the Details Before You Draft
Vague language is the most common reason a resolution creates problems later. Pull these details together before you write a word:
- The corporation’s full legal name, matching the articles of incorporation on file with the Secretary of State. A trade name or informal abbreviation will not work.
- The state of incorporation, which identifies the corporate law governing the resolution.
- The date, time, and location of the board meeting. If the resolution is adopted by written consent instead of a meeting, the document must say so explicitly.
- The names and titles of everyone present, which is how you prove a quorum existed.
- Quorum confirmation. Most state corporate statutes default to a majority of the board, though bylaws can set a different threshold (generally no lower than one-third of directors). Check your bylaws for the exact number.
- The specific transaction details. For a banking resolution, the bank’s name and account number. For a contract, the counterparty and dollar amount. For real estate, the legal description or street address. Precision now prevents disputes later.
- The full names and corporate titles of the individuals the resolution will authorize to act.
Having all of this in front of you avoids the back-and-forth that happens when a bank or attorney returns the resolution for corrections.
How the Document Is Structured
A corporate resolution follows a predictable format that third parties expect to see. Deviating from it does not make the resolution invalid, but it invites questions and delays.
Header and Identification
Start with a title line identifying the document as a resolution of the board of directors (or shareholders) of the named corporation. Below that, state the date and whether the action was taken at a duly called meeting or by unanimous written consent. If it was a meeting, include the location.
Whereas Clauses
These opening clauses set up the background and reasoning. Each begins with “Whereas” and states a fact that justifies the action about to be authorized. Think of them as the “because” section.
A banking version might read: “Whereas, the Corporation requires a commercial checking account to conduct its ordinary business operations; and Whereas, the Board has determined that First National Bank offers terms favorable to the Corporation’s needs.” Keep these concise and factual. Three to five clauses usually suffice. Every Whereas should connect directly to the authorization that follows; if it does not, cut it.
Resolved Clauses
This is the operative part. Each Resolved clause states a specific action, who is authorized to carry it out, and any limits on that authority. Write it directly: “Resolved, that John Smith, President of the Corporation, is authorized to execute a commercial lease with XYZ Properties for the premises located at 123 Main Street, for a term not to exceed five years and at a monthly rent not to exceed $5,000.”
If the resolution requires multiple actions, use a separate Resolved clause for each rather than cramming them into one run-on paragraph. A final catch-all is common: “Further Resolved, that any officer of the Corporation is authorized to take all actions and execute all documents reasonably necessary to carry out the foregoing resolutions.”
Certification Block
At the bottom, the Corporate Secretary certifies that the resolution was properly adopted, that the vote met the quorum and approval requirements in the bylaws, and that the resolution remains in effect as of the certification date. Include the Secretary’s signature, printed name, the corporate seal (if the corporation uses one), and the date of certification.
A Worked Example: The Banking Resolution
Opening a business bank account is the single most common reason corporations draft resolutions, and banks are the pickiest audience. Many banks supply their own forms. If yours does not, or you are drafting from scratch, include:
- A statement that the board designates the named bank as a depository for corporate funds.
- Full names and titles of every individual authorized to deposit funds, write checks, make wire transfers, or otherwise access the account.
- Any transaction limits the board wants to impose, such as requiring dual signatures for withdrawals over $10,000.
- A statement that the authorization remains in effect until the corporation delivers written notice of a change to the bank.
- An indemnification clause confirming that the corporation will hold the bank harmless for actions taken in reliance on the resolution. Banks often expect this.
Banks reject resolutions most often because the corporation’s legal name does not match its formation documents, the resolution is undated, or the Secretary’s certification is missing. Some banks also want to see the bylaws or articles of incorporation alongside the resolution. Call the bank before drafting to ask what they need. It saves a trip.
Signing and Certifying It
A resolution without proper signatures is just a piece of paper. Every director who voted in favor should sign, or at minimum be recorded as voting “aye” in the meeting minutes, with the Secretary certifying the vote count. If the resolution is adopted by unanimous written consent rather than at a meeting, every director must sign.
Electronic signatures are valid for corporate resolutions under the federal E-SIGN Act, which provides that a signature or contract cannot be denied legal effect solely because it is in electronic form.1Office of the Law Revision Counsel. 15 USC 7001 – General Rule of Validity Nearly every state has also adopted the Uniform Electronic Transactions Act, which reinforces this at the state level. In practice, a DocuSign or similar platform signature satisfies most third parties, though some banks and government offices still prefer wet-ink originals for high-value transactions.
No state currently requires a corporate seal on resolutions. Some banks and government agencies still ask for one, and an embossed or stamped seal can add credibility for real estate filings and international transactions. If your corporation has a seal, use it. If not, the resolution is still valid without one.
Corporate resolutions generally do not need to be notarized. The Secretary’s certification serves as the internal verification of authenticity. If the resolution authorizes a real estate transaction, the signatures of the officers executing the deed or mortgage may need to be notarized separately under state recording requirements, but the resolution itself typically stays unnotarized.
Written Consent Instead of a Meeting
Boards do not always need a formal meeting to pass a resolution. Under the Model Business Corporation Act, which forms the foundation of corporate law in most states, directors can act by written consent as long as every director signs the consent document. That unanimity requirement is stricter than the simple majority needed at a meeting, but it is the trade-off for skipping the meeting.
A written consent document looks similar to a standard resolution but replaces the meeting details with language like: “The undersigned, being all of the directors of [Corporation Name], hereby consent to the following resolutions without a meeting, pursuant to Section [X] of the Corporation’s Bylaws and the [State] Business Corporation Act.” Each director signs and dates individually. The signed consents go into the corporate minute book just like a resolution adopted at a meeting.
Some bylaws restrict or prohibit action by written consent, so check yours before skipping the meeting. Shareholders can also act by written consent in many states, though the rules vary more than they do for directors.
Resolution or Meeting Minutes?
People sometimes use these terms interchangeably. They are not the same. Minutes are the narrative record of an entire board meeting: who attended, what was discussed, what motions were made, and how votes turned out. A resolution is the specific decision that came out of that meeting or written consent. When a third party asks for a “certified copy of the board resolution,” they want the standalone resolution document with the Secretary’s certification, not ten pages of meeting notes. Both belong in the minute book, but only the resolution gets handed across the closing table.
Storing and Later Amending the Resolution
Every signed resolution goes into the corporate minute book immediately. That is your master collection of governance documents: articles of incorporation, bylaws, meeting minutes, and resolutions. It can be a physical binder or a secure digital repository, but it must be organized and accessible. Shareholders have a legal right to inspect corporate records, and directors have an even broader right to examine all books and documents at any reasonable time.
Keep resolutions for the life of the corporation. Unlike tax records, which the IRS generally requires businesses to retain for three to seven years depending on the type of record, governance documents have no expiration.2Internal Revenue Service. Recordkeeping A resolution authorizing the sale of property twenty years ago may become relevant in a future title dispute. A resolution appointing officers a decade ago may matter if someone challenges a contract that officer signed.
When circumstances change, the board passes a new resolution that specifically amends or rescinds the earlier one. Reference the original by its date and subject matter so there is no ambiguity about which decision is being changed. An amending resolution might read: “Resolved, that the resolution adopted on March 15, 2025, authorizing the President to execute a lease with XYZ Properties, is hereby amended to increase the maximum monthly rent from $5,000 to $6,500.” A rescinding resolution states that the earlier resolution is “hereby revoked and of no further force or effect.” If the corporation has already acted on the original resolution, such as signing the contract or opening the account, rescission alone will not undo what has been done, and the board should consult an attorney before proceeding.