What are Corporate Resolutions?

Corporate resolutions are a written record of decisions made on behalf of a corporation by its directors and shareholders. These decisions are recorded in writing and typically kept in a corporations record book, also known as a minute books.

The types of decisions that a corporation is entitled to make through its directors and shareholders can vary based on a number of factors including:

• relevant statute, legislation and regulations
• the type of corporation
• the rights of the shareholders including any limitation on those rights pursuant to a shareholder’s agreement
• the rights of the directors of a corporation including any limitation on those rights pursuant to a shareholder’s agreement

Shareholder resolutions can take many forms and cover many aspects of the ongoing governance matters of a corporation. Some examples of the subject matter of resolutions include:

• Resolution re the appointment of an accountant
• Resolution re the appointment of an auditor
• Resolution re the appointment of officers
• Resolution re the confirmation of receipt of financial statements
• Resolution re the the approval of financial statements
• Resolution re the the election of directors
• Resolution re the the exemption from an audit

This is just a very small subset of resolutions that a company my commonly keep.

Based on the type of resolution, the ability to pass a resolution may require the consent of some or all of the directors or shareholders of the company. Who is required to pass a resolution and whether only some or all of the directors or shareholders are required to approve th resolution will vary from action to action.

For a sample shareholders’ resolution of a company download the free shareholders’ resolution template.

For a sample directors’ resolution of a company download the free directors’ resolution template.