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The Resolution form plays a crucial role in corporate governance by formalizing decisions made by a corporation's Board of Directors. This document captures the resolutions adopted during meetings, ensuring legal compliance and adherence to corporate by-laws. Vital components of the form include certification from the Secretary of the corporation, verifying the authenticity of signatures and office bearers, and confirming the corporation's valid status under state laws. Additionally, the form outlines the specific powers granted to authorized individuals, enabling them to establish accounts, manage securities, and conduct financial transactions on behalf of the corporation. Detailed provisions empower designated officers to operate with broad authority while maintaining accountability. The Resolution form also highlights that certain decisions and powers remain irrevocable until explicitly rescinded, providing a continuous framework for corporate actions. This structured documentation not only reassures stakeholders but also safeguards the corporation's interests in all dealings.

Resolution Example

CORPORATE RESOLUTION

Date:_______________

Gentlemen:

The undersigned, Secretary of _____________________________________ (the "Corporation"), hereby

certifies:

that the attached hereto is a true and correct copy of resolutions adopted by the Board of Directors of the

Corporation in accordance with law and the by-laws of the Corporation at a meeting held on , which resolutions are still in full force and effect on the date hereof;

that each of the persons named below, who are the persons empowered by the attached resolutions to act on behalf of the Corporation, is the duly elected and qualified incumbent in the office of the Corporation set opposite his name and the signature set opposite his name and the signature set opposite his name is his true and correct signature:

______________________

______________________

______________________

Office

Name

Signature

______________________

______________________

______________________

Office

Name

Signature

and that the Corporation is duly organized and is validly existing under the laws of the State and Country of

_____________ that its charter empowers the Corporation to transact the business defined in the

resolutions a copy of which is attached hereto, and that no limitation has been imposed upon such resolutions by the by-laws of the Corporation or otherwise.

(SEAL)

___________________________________

(SECRETARY)

Countersigned by:

_________________________________

(PRESIDENT / VICE PRESIDENT)

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RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF

AT A MEETING HELD ON

RESOLVED

FIRST:

That_______________________ the, ____________________________ or ________________________

the _________________________of this corporation be, and each of them hereby is, authorized and

empowered, for and on behalf of this corporation (hereinafter the Corporation"), to establish and maintain one or more accounts, which may be MARGIN accounts, with Lek Securities Corporation, (hereinafter the "Brokers") for the purpose of purchasing, investing in, or otherwise acquiring, selling (INCLUDING SHORT SALES), possessing, or turning to account of, or realizing upon, and generally dealing in and with any and all forms of securities, including, but not by way of limitations, shares, stocks, bonds, debentures, notes, scrip, participation certificates, rights to subscribe, options, warrants, certificates of deposit, mortgages, chooses in action, evidences of indebtedness, commercial paper, certificates of indebtedness and certificates of interest, of any and every kind and nature whatsoever, secured or unsecured; likewise the authority and power hereby conferred extends to and includes all interests and rights, whether represented by trust, participation and/or certificates or otherwise.

The fullest authority at all times with respect to any such commitment or with respect to any transaction deemed by any of the said officers and or agents to be proper in connection therewith is hereby conferred, including (without limiting the generality of the foregoing) to give written or verbal instructions to the Brokers with respect to said securities; to borrow money and or securities, from or through the Brokers, and to secure repayment thereof with the property of the Corporation; to bind and obligate the Corporation to and for the carrying out of any contract, arrangement, or transaction which shall be entered into by any such officer and or agent for and on behalf of the Corporation with or through the Brokers; to pay in cash or by cheeks and or drafts drawn upon the funds of the Corporation such sums as may be necessary in connection with any of the said accounts; to deliver securities to the said Brokers; to order the transfer or delivery thereof to any other person whatsoever, and/or to order the transfer of record of any securities or titles, to any name selected by any of the said officers or agents; to affix the corporate seal to any documents or agreements, or otherwise; to endorse any securities or execute powers of attorney with respect thereto in order to pass title thereto; to direct the sales or exercise of any rights with respect to any securities; to sign for the corporation all releases, powers of attorney and/or other documents in connection with any such account, and to agree to any terms or conditions to control any such account; to direct the Brokers to surrender any securities to the proper agent or party for the purpose of deposit with any protective or similar committee, or otherwise; to accept delivery of any securities; to appoint any other person or persons to do any and all things which any of the said officers and/or agents is hereby empowered to do, and generally to do and take all action necessary in connection with the account, or considered desirable by such officer and / or agent with respect thereto.

SECOND:

That the Broker may deal with any and all of the persons directly or indirectly by the foregoing resolution empowered, as though they were dealing with the Corporation directly.

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THIRD:

That the Secretary of the Corporation be and he/she hereby is authorized, empowered and directed to certify under the seal of the Corporation, (the certificate to be countersigned by the President or any Vice- President of the Corporation) to the Brokers

(a)a true copy of these resolutions

(b)specimen signatures of each and every person by these resolutions empowered

(c)a certificate (which, if required by the Brokers, shall be supported by an opinion of the general counsel of the Corporation, or other counsel of the Corporation, or other counsel satisfactory to the Brokers) that the Corporation is duly organized and is validly existing, that its charter empowers it to transact the business by these resolutions defined under the laws of________________________ and that no limitation has been imposed upon such powers by the by-laws or otherwise,

FOURTH:

That the foregoing resolutions and the certificates actually furnished to the Brokers by the Secretary of the Corporation pursuant thereto be, and they hereby are, made irrevocable until written notice of the revocation thereof shall have been received by the Brokers.

FIFTH:

That the Brokers may rely upon the certified copy of the resolutions, specimen signatures, and certificate, as continuing fully effective unless and until the Brokers shall receive due written notice of change or rescission, and the dispatch or receipt of any other form of notice shall not constitute a waiver of this provision, nor shall the failure to supply any specimen signature invalidate any transaction where the party authorizing the same has been actually empowered thereto by or in conformity with these resolutions

SIXTH:

That in the event of any change in the office or powers of persons hereby empowered, the Secretary shall certify such changes to the Brokers in writing in the manner hereinabove provided, which notification when received, shall be adequate both to terminate the powers of persons theretofore authorized, and to empower the persons thereby substituted or added.

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Get Resolution PDF Form

Form Characteristics

Fact Name Description
Certification The Secretary certifies that the resolutions are true and correct copies adopted by the Board of Directors.
Legal Authority The Corporation operates under the laws of the State of _______________ (specify state).
Powers Granted Individuals named in the resolutions are empowered to perform actions on behalf of the Corporation.
Validity The resolutions remain in full force until the Brokers receive written notice of revocation.

Guidelines on Utilizing Resolution

Once you have gathered the necessary information and documents, you can proceed to fill out the Corporate Resolution form. This form requires specific details about your corporation, its officers, and the resolutions being adopted. Take your time to ensure accuracy, as the information will be used for formal records and may affect your corporation's operations.

  1. Begin by entering the Date at the top of the form.
  2. In the space provided, write the full Name of the Corporation.
  3. Certify that the attached documents are accurate copies of the resolutions adopted by the Board of Directors. Include the Date of the Meeting where these resolutions were taken.
  4. List the names and offices of each person empowered by the resolutions. Make sure to include their Name, Office, and Signature in the designated spaces.
  5. Indicate the State and Country where the Corporation is organized.
  6. Affix the Corporate Seal if applicable, in the designated area.
  7. Have the document countersigned by the President or Vice President of the Corporation.

After completing the form, double-check all entries for accuracy. Make sure that the signatures and any seals are properly placed. The completed form will need to be kept in your corporate records, and copies provided to relevant parties, such as your financial institution or legal advisors.

What You Should Know About This Form

What is a Corporate Resolution Form?

A Corporate Resolution Form is an official document that records decisions made by a corporation's Board of Directors. It is used to signify that the board has formally adopted certain actions or resolutions, and it serves as a legal record of these decisions. This form typically includes essential details such as the date of the resolution, the names and positions of individuals authorized to act on behalf of the corporation, and the specific powers granted to those individuals.

Who needs to sign the Corporate Resolution Form?

The Corporate Resolution Form must be signed by the corporation's Secretary and can also include a countersignature from the President or a Vice President. The signatures of the individuals empowered by the resolutions must also appear on the document, confirming their authority to act on behalf of the corporation. Each signatory should be an officially elected officer of the company.

What information is required on the form?

Key information needed on the Corporate Resolution Form includes the date of the meeting where the resolutions were adopted, the name of the corporation, the offices of the empowered individuals, and their signatures. Additionally, the form should include details about the specific powers and actions authorized by the board, such as establishing accounts and managing investments.

How long is a Corporate Resolution effective?

A Corporate Resolution remains effective until written notice of its revocation is received by the parties involved, such as brokers or financial institutions. If no notification is provided, the brokers and other third parties can rely on the document as an ongoing authority for actions defined within it. This ensures business continuity and clarity for all parties involved.

Can the powers granted be changed later?

Yes, the powers granted via a Corporate Resolution can be amended. If there are changes in the positions or powers of the individuals authorized in the resolution, the Secretary of the Corporation must certify these changes in writing. This creates a clear record and terminates previously granted powers, ensuring that only current officials hold authority.

Why is an attorney's opinion sometimes required?

Occasionally, an attorney's opinion may be required to validate the existence of the corporation and confirm that it is authorized to conduct the business outlined in the resolutions. This serves to protect the parties involved by ensuring there are no legal limitations on the powers granted by the resolution.

What happens if the Corporate Resolution is not provided to a Broker?

If the Corporate Resolution is not provided to a broker, it may lead to complications or invalid transactions. The broker depends on the certified copy of resolutions, specimen signatures, and other documentation to confirm who is authorized to act on behalf of the corporation. An absence of this documentation may result in refusal to transact or an inability to finalize deals until the necessary documentation is provided.

Is a Corporate Resolution Form necessary for all business transactions?

While not every business transaction requires a Corporate Resolution Form, it is essential for significant actions such as opening bank accounts, entering contracts, or making investments. This document ensures that the authority for these actions is clearly defined and legally recognized, reducing the risk of disputes or unauthorized activities.

Common mistakes

Filling out the Corporate Resolution form is a vital process, but it’s easy to make mistakes that may have significant consequences. Understanding these common pitfalls can help ensure that your corporation's resolutions are executed smoothly and legally.

One of the most frequent mistakes is failing to include the date of the meeting where the resolutions were adopted. This date is crucial as it keeps the historical record accurate and determines when the described powers and actions begin. Omitting it can lead to confusion about the validity of the resolutions.

Another error often encountered is neglecting to have the required signatures in place. Each individual authorized in the resolutions must sign as verification of their acceptance of the responsibilities outlined. Skipping this step could invalidate the resolutions or cause delays in transactions.

Incorrectly listing the names or offices of the individuals authorized to act for the corporation is another common oversight. Each name must match exactly with the official records of the corporation. Errors here can lead to unauthorized actions or disputes regarding who is eligible to execute documents on behalf of the corporation.

Additionally, it’s crucial to make sure the corporation’s information is accurate, particularly the name and the state or country of incorporation. Mistakes in this area can lead to questions about the legitimacy of the corporation, risking its standing or ability to conduct business.

People also often forget to include clear and comprehensive details regarding the powers granted. Vague language might leave room for interpretation, which could result in unintended limitations or liabilities for the corporation. It’s essential to be as precise as possible about the scope of authority being conferred.

Another major misstep is assuming that a previous resolution negates the need for a new certification. Each resolution carries its authority, and failing to recertify following any changes can create legal exposure for your corporation. This is especially true if roles are reassigned or individuals leave the organization.

Moreover, a common mistake lies in not properly following the by-laws of the corporation. If there is a specific procedure or requirement for adopting resolutions, these must be adhered to. Ignoring such protocols can render the resolutions ineffective.

Failing to maintain copies of the resolutions and relevant documents can lead to significant issues later on. It's essential that all parties involved, especially those dealing with external entities like brokers, have access to these documents for verification purposes.

Finally, misunderstanding the need for a counter signatory for the resolutions can be a detrimental error. The resolutions should be countersigned by an officer of the corporation to affirm their authenticity. This step guarantees that the actions of the officers align with the overall direction of the corporation.

By keeping these potential mistakes in mind and taking the necessary steps to avoid them, you can ensure that your Corporate Resolution form is completed correctly. A well-crafted resolution prepares your corporation for successful operations without unnecessary complications.

Documents used along the form

The Resolution form is an essential document used by corporations to outline specific actions approved by the Board of Directors. When preparing it, several other forms and documents are also frequently required to support the decisions made. Below is a list of related documents commonly utilized alongside the Resolution form, which together ensure legal clarity and organizational compliance.

  • Bylaws: This document outlines the internal rules and regulations of the corporation. It governs the management structure and procedures, playing a crucial role in guiding corporate conduct.
  • Meeting Minutes: This is a record of what transpired during the Board of Directors meeting where the resolutions were adopted. It serves as an official account of discussions and decisions made.
  • Corporate Charter: Also known as articles of incorporation, this document establishes the existence of the corporation and includes details such as its name, purpose, and structure.
  • Power of Attorney: This document delegates authority to individuals to act on behalf of the corporation, enabling them to carry out specific legal acts without the necessity of the Board’s approval for each one.
  • Specimen Signatures: A list of authorized signatures for individuals allowed to represent the corporation. This is important for validating documents and agreements signed on behalf of the company.
  • Certificate of Good Standing: This document verifies that the corporation is compliant with state regulations and is authorized to conduct business. It may be used in various transactions to establish legitimacy.
  • Conflict of Interest Policy: This document ensures that the interests of personnel are aligned with those of the corporation, preventing decisions that could harm the organization due to personal interests.
  • Resolution to Appoint Officers: This specific resolution designates individuals to serve in key positions within the corporation, typically following corporate elections or other leadership changes.
  • Conflict Resolution Agreement: In case of disputes regarding corporate decisions, this agreement outlines the procedures to resolve such conflicts amicably and may involve mediation or arbitration.
  • Disclosure Statements: These documents require certain disclosures related to financial matters, leadership interests, or any material contracts that could influence decision-making within the corporation.

By using these documents in conjunction with the Resolution form, corporations can ensure adherence to legal standards and maintain clear records of corporate governance. These forms collectively support the integrity and transparency of corporate operations, fostering trust among stakeholders.

Similar forms

  • By-Laws: By-laws outline the rules and procedures for the management of a corporation. Like the Resolution form, by-laws specify the authority and roles of officers, ensuring structured governance.
  • Meeting Minutes: Meeting minutes document the proceedings of board meetings. Similar to the Resolution form, they provide a record of decisions made and actions authorized by the board.
  • Power of Attorney: A Power of Attorney grants authority to an individual to act on behalf of another. It is akin to a Resolution form in that both empower specific individuals to perform actions for the corporation.
  • Corporate Charter: A corporate charter establishes the existence of the corporation and its purpose. Like the Resolution form, it is a foundational document that details what the corporation is authorized to do.
  • Authorization Letters: Authorization letters grant permissions for specific transactions or actions. Similar to Resolutions, they formally record decisions made by the board regarding corporate matters.
  • Certificate of Incumbency: This document verifies the current officers of a corporation. It parallels the Resolution form by confirming the authority of individuals in positions to act on behalf of the corporation.
  • Corporate Seal: The corporate seal is used to authenticate documents. Like the Resolution form, it signifies the corporation’s approval and validates the authenticity of corporate actions and agreements.

Dos and Don'ts

When filling out the Resolution form, it's essential to approach the task with careful consideration to ensure accuracy and compliance with necessary protocols. Below are five important points to remember:

  • Do start with accurate information: Ensure that the name of the Corporation and the date of the meeting are precisely mentioned at the top of the form.
  • Do verify signatures: Confirm that all signatures included are from duly elected officers and represent their true signatures.
  • Do attach supporting documents: Include any necessary attachments, such as copies of the resolutions or legal opinions that substantiate the Corporation's authority.
  • Don't leave sections blank: Every part of the form, including the resolutions and names, should be filled out completely to avoid assumptions and misinterpretations.
  • Don't forget the corporate seal: Ensure that the document has the appropriate corporate seal affixed where indicated; this adds legitimacy to the resolution.

Following these guidelines will help ensure that the Resolution form is filled out correctly, thus facilitating smoother transactions and interactions with brokers and other entities involved.

Misconceptions

  • Misconception 1: The Resolution form is only needed for major corporate changes.

    Many believe that this form is necessary only for significant actions like mergers or acquisitions. In reality, the Resolution form is used for various actions, including opening bank accounts or granting authority to employees. It documents any decision made by the board of directors.

  • Misconception 2: Anyone can sign the Resolution form.

    This form must be signed by specific officers of the corporation, such as the secretary and either the president or vice president. Proper authorization ensures that the resolutions are valid and binding.

  • Misconception 3: Only the corporate secretary is responsible for maintaining the Resolution form.

    While the secretary plays a significant role, all board members should be aware of the resolutions. Each member carries responsibility to understand and uphold the actions taken by the board.

  • Misconception 4: The Resolution form is not legally binding.

    Some may think this form is merely a formality. However, properly executed resolutions are legally enforceable. They provide evidence of decisions made by the board, which can be important in legal proceedings.

  • Misconception 5: Revoking a resolution is a simple process.

    Revoking a resolution typically requires a new meeting where the board must approve the revocation. Until then, the original resolution remains in effect. Proper notice must also be given to ensure all parties involved are informed of any changes.

Key takeaways

Here are key takeaways about filling out and using the Resolution form:

  • Accurate Information: Ensure that all details entered in the form, including the corporation's name and the date, are correct.
  • Certification Requirement: The Secretary must certify that the attached resolutions are true and in effect.
  • Authorization of Officers: Clearly list the names and signatures of officers authorized to act on behalf of the corporation.
  • State and Country: Specify the state and country under which the corporation is organized.
  • Scope of Authority: The resolutions should detail the scope of powers granted to the authorized officers, including financial transactions and securities management.
  • Counter-signature: The document must be countersigned by the President or a Vice President of the corporation.
  • Irrevocable Status: The resolutions remain in effect until a written notice of revocation is provided to the brokers.
  • Reliance by Brokers: Brokers can rely on the certified resolutions and signatures until they receive updated information.
  • Notification of Changes: Any changes in the powers of authorized persons must be certified in writing to the Brokers.

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