AI Corporate Resolution Generator

A corporate resolution is a formal document that records a decision made by the board of directors or shareholders of a corporation. It serves as official authorization for specific corporate actions such as opening bank accounts, appointing officers, entering contracts, issuing shares, or approving major transactions. Resolutions become part of the corporate records and provide evidence that proper governance procedures were followed.

Corporate resolutions are needed for significant business decisions including opening or changing bank accounts, authorizing loans or lines of credit, appointing or removing officers, entering major contracts, issuing or transferring shares, declaring dividends, approving mergers or acquisitions, purchasing real estate, and changing the company's registered agent or address. Banks and other institutions often require resolutions as part of their authorization process.

Yes, most states allow directors and shareholders to take action by written consent without holding a formal meeting. This requires the consent of all directors (for board actions) or the requisite majority of shareholders (for shareholder actions). Written consents must be signed, dated, and filed with the corporate minutes. This method is particularly convenient for routine authorizations and small corporations.

Corporate resolutions follow a standard format: a heading identifying the corporation and resolution type, WHEREAS clauses providing background and context, RESOLVED clauses stating the specific actions being authorized, authorization for officers to execute necessary documents, and signature blocks for all consenting directors or shareholders. The language is formal and specific to ensure clarity about what is being authorized.

A corporate resolution remains in effect until it is revoked, superseded by a subsequent resolution, or its stated purpose is fulfilled. Some resolutions, like banking authorizations, remain in effect indefinitely until revoked. Others, like approval of a specific contract, are fulfilled once the action is completed. It is good practice to review outstanding resolutions periodically and formally revoke any that are no longer relevant.