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Learn what a corporate resolution records, who may need to approve, sign, or certify it, and how to adapt a practical template.
A bank asks for a corporate resolution before updating the list of people authorized to sign on your account. You find a template online, but it assumes every director will sign a written consent. Your board approved the change at a meeting. Is that template still the right one?
The answer depends on how the action was approved, what the company’s governing law and documents require, and what the bank needs the resolution to confirm. This guide explains what to check, how approval differs from signing and certification, and how to adapt the template to the decision you’re documenting.
Disclaimer: This information is intended for general purposes only and isn’t legal advice. Consult a licensed attorney for legal counsel or representation.
Key takeaways
- A corporate resolution records a specific corporate decision or grant of authority. How it gets approved depends on the law governing the company and its articles, bylaws, and other governing documents.
- Start with the decision, not a template. Identify who has authority, whether approval will happen at a meeting or by written consent, what vote or consent is required, and what the recipient needs the document to confirm.
- Approval, signing, and certification do different jobs. First confirm that the decision was properly approved. Then determine who should sign and whether someone needs to certify the record.
- For an LLC, follow the roles and approval process in its operating agreement and governing law. A request for a corporate resolution may call for a member or manager resolution, consent, or certificate instead.
- Federal E-SIGN rules may apply to covered transactions, but they don’t replace other legal requirements or force every recipient to accept electronic records or signatures. Check the governing law, company documents, approval method, and recipient requirements before signing electronically.
What is a corporate resolution?
A corporate resolution is a written record of a formal decision made on behalf of a corporation. It states what was approved and may also identify who can act or sign for the company. The board often approves corporate resolutions, but the correct decision-maker depends on the action and the rules governing the company.
For example, a resolution might appoint an officer, approve a contract or loan, add or remove authorized bank-account signers, or authorize someone in a named role to sign certain agreements. The corporation may keep it with its internal records or provide it to a bank or another recipient that wants evidence of the decision or signing authority.
The rules depend on where the corporation was formed and what its own documents say. Check the company’s certificate or articles of incorporation, bylaws, applicable agreements, and earlier resolutions to find out who can approve the decision and how. If a bank or another recipient gave you a form, check its instructions, too. Do this before adapting a generic template.
What should you check before drafting?
Before you open a template, describe the decision in one sentence. For example: “Authorize the controller to sign warehouse leases with annual rent of up to [amount] through [date].” This makes gaps easier to spot.
Then check:
- Company details: Confirm the company’s exact legal name, entity type, and the state or jurisdiction where it was formed.
- Who approves: Find out whether the board, a board committee, shareholders, or someone else has authority to approve the decision.
- How they’ll approve it: Check whether the decision will be made at a meeting, through written consent, or through another permitted process.
- What approval requires: Check the rules for notice, attendance, quorum, voting, consent, and any waivers.
- Authority being granted: Name the person or role, the documents or actions covered, any financial or time limits, whether the authority can be delegated, and if someone else must also approve or sign.
- Start and end dates: State when the authority begins and whether it expires on a set date or continues until the company revokes it.
- Recipient instructions: Ask whether the bank or other recipient requires its own form, a recent date, a company seal, notarization, or certification.
- Company records: Decide where you’ll keep the final resolution, meeting minutes or written consents, and any supporting documents.
Not every resolution needs every item on this list. Use it to identify the questions you need to answer before choosing a form or collecting signatures.
How are approval, signing, and certification different?
A corporate resolution template may combine all three, but they answer different questions. First, confirm that the decision was approved. Then work out what each signature needs to show and whether the recipient wants someone to certify the record.
Approval: Was the decision properly made?
Check that the right people or governing body approved it through a process allowed by the law and the company’s governing documents. That might mean a vote at a meeting or consent given without a meeting.
For a meeting, the minutes or another company record may document the decision. For an action taken without a meeting, the signed consents may serve as the approval record. Collecting signatures on a later copy doesn’t, by itself, show that the required process was followed.
Signing: What does each signature show?
A signature can do different jobs. On a written consent, it may show that a director, shareholder, member, or manager agreed to the decision. On another version of the resolution, an officer may sign to confirm or record what was approved.
Don’t assume that every director needs to sign every resolution. Check whether each person is approving the decision, signing a company record, or certifying a copy. Then build the signature blocks around those roles.
Certification: What’s being confirmed?
A certification is a separate statement that a resolution was adopted and, when required, that it remains in effect. A secretary, record keeper, or another authorized person may provide that confirmation.
It doesn’t approve the decision again. It confirms the company’s record of the decision. If a bank or another recipient supplies a certification form, follow its instructions and confirm that the person signing it has the right role.
These records are examples. The documents and signatures required for a particular resolution depend on the governing law, company documents, and recipient instructions.
How to write a corporate resolution?
Write the resolution so a third party can tell what the company decided, who can act, and the limits of that authority. The exact format may vary, but these steps will help you create a clear record.
Name the company and approval method
Use the company’s exact legal name and add the date of the decision. State whether the decision was approved at a meeting, through written consent, or through another permitted process. If the document is a certified copy of an earlier decision, say so.
Use a title that matches what happened. Don’t call the document a unanimous written consent unless the approval was unanimous.
Add only the background the reader needs
WHEREAS clauses can explain why the company is considering an action, but they’re not necessary in every resolution. Include only the facts needed to understand the decision. Put the decision itself in the RESOLVED clauses so it’s easy to find.
State exactly what was approved
Use a separate RESOLVED clause for each distinct decision. Name the person or role receiving authority and describe the documents or actions covered. Add any limits on amount, location, time, or additional approval.
For example, “the officers may sign documents” leaves several questions unanswered. Which officers? What documents? Is there a spending limit? When does the authority end?
Answer those questions in the resolution.
Build the right signature or certification block
First decide what each signature needs to show. The signer may be approving the decision through written consent, signing a company record, or certifying that an earlier decision was approved.
Include the signer’s printed name, title or role, and date, along with anything else required by the governing law, company documents, or recipient. If people will use separate copies or sign electronically, check that the proposed method is permitted before adding that language.
After drafting, compare the resolution with the meeting minutes or written consents and any form supplied by the recipient. The company name, dates, authority granted, limits, and signature roles should match.
Adaptable corporate resolution template
Adapt this corporate resolution form to the company, decision, and recipient. Before using it, confirm who can approve the action, how approval must be given, and what the recipient requires. Choose the ending that matches what happened and delete the other two.
[EXACT LEGAL NAME OF CORPORATION]
[BOARD RESOLUTION / WRITTEN CONSENT / CERTIFICATE OF RESOLUTION]
Approving body: [board of directors / committee / shareholders / other authorized body]
Date of decision: [date]
Approval method: [meeting / written consent / other permitted method]
[Optional background: The approving body considered [brief description of the matter].]
RESOLVED, that [state the decision in specific terms].
RESOLVED FURTHER, that [name or title] is authorized, on behalf of [company name], to [describe the documents or actions covered], subject to [financial, time, location, additional-approval, or other limits].
RESOLVED FURTHER, that this authority [takes effect on [date] and expires on [date] / continues until revoked or replaced].
Choose one ending:
If the decision was approved at a meeting
Record the resolution and vote in the meeting minutes or other company record required by the governing law and company documents. If the recipient asks for a signed or certified copy, add the signature or certification block it requests.
If this document records written consent
By signing below, each undersigned [director / shareholder / other decision-maker] consents to the resolutions above.
__________________________
[Printed name]
[Role or capacity]
[Date]
[Repeat the signature block for every person whose consent is required.]
Check any rules governing delivery, effectiveness, counterparts, or electronic signatures before adding that language.
If this document certifies an earlier resolution
I, [name], [title or role], certify that the resolution above is a true and correct copy of a resolution adopted by [approving body] on [date] through [meeting / written consent / other permitted method].
[If requested and verified: The resolution remains in effect as of [date].]
__________________________
[Printed name]
[Title or role]
[Date]
Include only statements the certifier can verify. Don’t leave bracketed instructions or unused endings in the finished document. Compare the final version with the meeting minutes or written consents and any form supplied by the recipient.
DISCLAIMER: These documents are provided to users as a starting point for convenience. Using a template is not a substitute for legal advice from a licensed attorney, and the information contained in the document therefore shouldn’t be construed as legal advice. Because the law differs in each legal jurisdiction and may be interpreted or applied differently depending on your location or situation, you shouldn’t rely on the materials provided here without first consulting an attorney about your specific situation. Dropbox Sign doesn’t make any representation as to the legal enforceability or effectiveness of any templates, or the resulting documents created using them.
How does a corporate resolution for signing authority work?
A corporate resolution for signing authority names the people or roles allowed to sign specified documents or take specified actions for the company. It should make the scope and limits clear to the signer, the company’s reviewers, and anyone relying on it.
Suppose the company wants its controller to sign warehouse leases. The resolution could limit that authority to named locations, set a maximum annual rent, require another approval for nonstandard terms, and expire on a stated date. These are example limits, not default requirements.
Be clear about what the company approved. It might approve one lease and authorize the controller to execute it, or give the controller ongoing authority to sign leases that meet stated conditions. If another signature or approval is required, identify who must provide it and when.
A bank, lender, landlord, or another recipient may ask for its own authorization form, a certified resolution, or updated evidence that the authority still applies. Check its instructions before preparing the final copy or collecting signatures.
How is a corporate resolution for an LLC different?
An LLC should use a record that matches its management structure and terminology. Start with the law of the state where the LLC was formed and its operating agreement. Together, they help determine who manages the LLC, who can approve the decision, and what process applies.
If a bank or another recipient asks for a corporate resolution, clarify what the document needs to confirm. Depending on the LLC and the request, the right document might be a member resolution, manager resolution, written consent, or certificate confirming someone’s authority. Don’t copy a corporate board template and replace director with member.
Check:
- Management structure: Confirm whether the LLC is managed by its members, one or more managers, or another group permitted by its governing documents and applicable law.
- Decision-maker: Identify the person or group authorized to approve this particular action.
- Approval process: Check whether approval happens at a meeting, through written consent, or through another permitted process, along with any notice, voting, or consent requirements.
- Signing roles: Decide who’s approving the decision, who can sign for the LLC, and whether someone must certify the record.
- Recipient requirements: Ask whether the recipient has its own form or requires particular statements, signatures, dates, or supporting documents.
Don’t assume that every member needs to approve or sign. The final document should reflect the LLC’s actual management and approval structure, not the structure assumed by a generic corporate form.
Can you sign a corporate resolution electronically?
You may be able to sign or consent to a corporate resolution electronically. Before sending it, confirm that electronic records and signatures are permitted and that the company has followed the right approval process.
For transactions in or affecting interstate or foreign commerce, the federal E-SIGN Act says a signature, contract, or related record cannot be denied legal effect solely because it’s electronic. The Act defines an electronic signature as an electronic sound, symbol, or process connected to a record and used by someone who intends to sign it.
That rule doesn’t settle every question about a corporate resolution. E-SIGN preserves other legal requirements and generally doesn’t require someone to accept electronic records or signatures. It also contains exceptions and rules for records that another law requires you to retain.
Before sending the resolution, check:
- Federal scope: Determine whether the resolution relates to a transaction covered by E-SIGN.
- Company approval: Confirm that the governing law and company documents allow the meeting, consent, signature, and delivery methods being used.
- Signer’s role: Make sure the document shows whether each person is approving the decision, signing for the company, or certifying an earlier action.
- Recipient acceptance: Ask whether the recipient accepts electronic signatures and whether it requires its own form or signing process.
- Recordkeeping: If another law mandates retention, confirm that the electronic record accurately reflects the information and remains accessible for the required period.
- Additional formalities: Check whether filing, notarization, or another requirement has separate rules.
Your state’s corporate law may provide more specific instructions. For example, Delaware expressly addresses electronic documents, signatures, transmissions, and delivery for corporate actions, along with specified exclusions. Those provisions apply to corporations governed by Delaware law and don’t create a nationwide rule.
Send and track corporate resolutions with Dropbox Sign
Once you’ve confirmed who needs to sign and what each signature means, Dropbox Sign can help you prepare and send the request without requiring manual follow-up.
Add signature and date fields for each signer, send the resolution to the required people, automate reminders, and check the request status in one place. If your company repeatedly uses the same approved resolution format, save the signing layout as a reusable template for the next request.
Dropbox Sign routes the document and tracks the signature request. Your team remains responsible for deciding who has authority, whether the approval requirements were met, and what the resolution must say.
For more on the signing process, read the types of electronic signatures and wet signatures vs. eSignatures.
자주 묻는 질문
What’s in a corporate resolution?
A corporate resolution typically identifies the company, the date and method of approval, the decision that was made, and any authority or limits involved. Depending on how the decision was documented, it may also include signatures or a certification. Check the governing law, company documents, and recipient instructions for any additional requirements.
Do you need a corporate resolution for an LLC?
An LLC may need documentation showing that a decision was approved or that someone has authority to act. It may be called a member resolution, manager resolution, written consent, or certificate confirming authority. Check the LLC’s operating agreement, governing law, and the recipient’s request before choosing a form.
Where can I get a corporate resolution?
You can use a form supplied by the bank or other recipient, one approved by your company, or the adaptable framework in this guide. Before using any option, confirm the decision-maker, approval method, required threshold, authority granted, signature roles, and certification language.
Do all LLCs have a corporate resolution?
No. Not all LLCs use a document called a corporate resolution. An operating agreement may already give someone the necessary authority, or the LLC may document a decision through a member or manager resolution, written consent, meeting record, or certificate. The right document depends on the LLC’s structure, governing law, and the recipient’s requirements.
Who signs a corporate resolution?
It depends on what the signature needs to show. On a written consent, the people whose approval is required may sign to give that consent. An authorized officer or record keeper may sign a certification confirming an earlier decision. A resolution approved at a meeting may be recorded in the minutes without every director signing a separate copy, although a recipient may still request a signed or certified version.
Put the decision in a usable record
Write the action plainly and match the approval process to the company’s actual rules. Give each signature one clear job, then keep the resolution with the records that show how it was adopted.
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