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A corporate resolution is a legal record that can have great beneficial use in answering lawsuits or questions that arise from a corporate decision. The resolution documents the treatment of a business matter, details of the decision taken, and signatures of the members of the Board of Directors. A record of corporate resolutions allows for review of past decisions that may assist in managing new business developments or informing new board members. Corporate resolutions are typically required to open bank accounts and to execute contracts including lease agreements The process for creating proper corporate resolutions requires roughly five steps, detailed below. For further help, retaining a qualified corporate attorney is the safest way to ensure that your corporate resolutions process is legally compliant without creating unwanted liability. First, name the governing body and the legal name of the organization making the corporate resolution at the top of the page. Typical language would read “corporate resolution by the Board of Directors of YourName of Company, Inc.” or something brief and very similar. Second, add one additional element of legal identification of the company—for example, “YourName of Company was incorporated in the State of Texas on January 20, 2020”—in order to create certainty about which entity is referenced. Next, state the details of the board meeting, including date, time, and the presence of a voting quorum. Optionally, the resolution may include a list of attending board members and other present individuals. Fourth, enumerate the resolutions considered in a consistent format. The most straightforward way is to simply write “RESOLVED: That the Corporation will” do whatever action, or refrain from doing whatever action was decided. Each individual detail of the decision should be listed as a separate resolution. In other words, avoid listing compound resolutions. It is not necessary to include details of any discussion regarding the matter and the vote results, but that information can be included in order to create a more thorough record. Finally, the resolution document should end with a legal attestation certifying the truth of the information within, and the readily identifiable and dated signatures of the chairman of the board, vice chairman, corporate secretary and treasurer.
R. D. Adair, PLLC offers experienced business counsel and can assist you with your corporate resolution issues. To learn more about the preparation of corporate resolutions, or how we can assist you in a related matter, contact us today to schedule a consultation.