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Typical Corporate Resolutions
A corporate resolution needs to be on file for any major decision made by the board of directors. Listed below are some examples of corporate resolutions, from initial incorporation documents to closing the business.
At the initial incorporation set up, the board may choose to create corporate resolutions to approve the addition/deletion of new board members and officers, accept the initial bylaws, setting up a corporate bank account at a specific bank, and designating signers for that account
Some other typical resolutions that a board of directors may choose to create during incorporation may be:
To document a new board member
To record any decisions made by the board
To document decisions voted on by the shareholders
To approve hiring any new employees
To approve selling shares (a share offering)
To approve/disapprove buying or selling any of the corporation's real estate
Designating corporate officer positions
Deciding on a joint venture
Setting up a location in another province or country
The approval for the corporation to apply for a loan
What should be Included in a Corporate Resolution Form?
The exact form of a corporate resolution is determined by your provincial business services department. In general, a corporate resolution must include:
The date of the resolution
The province in which the corporation is formed
Signatures of officers designated to sign corporate resolutions, usually this would be the CEO or the corporate secretary
Title the document with its purpose. For example, "Resolution to Accept Bank Depository."
A phrase stating that the resolution has the consent and agreement of the board members. If the decision is unanimous or consent is not unanimous, a list of board members and their "yea" or "nay" votes should be recorded.
(optional) A "whereas" statement or statements indicating the intentions of the board in creating this resolution. For example, "Whereas it is the intention of this board to designate a bank account...."
A "therefore" or "resolved" statement that specifies the action to be taken. For example, "Therefore by written unanimous consent...the designation of XYZ bank as a depository of the Corporation is approved."
If a corporate resolution gives authority to an individual (for banking activities, for example) that individual cannot be an authorized person signing the resolution.
How is a Corporate Resolution Is Created?
Most corporate resolutions are created and signed at a corporate board meeting. Here is a typical process:
The agenda for a board meeting is created before the meeting and sent to all board members, and the item to be resolved is included on the agenda.
At the meeting, the agenda item for the resolution is brought up and discussed.
The resolution is voted on and votes are recorded.
The minutes of the meeting should include the information on the resolution being approved (or not).
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