What are corporate resolutions?
Glossary

Corporate Resolutions

Learn what corporate resolutions are and why they're important. And get our free corporate resolutions template!

Floating People Icon NUANS name search icon

Terms

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.

Everything you need to get started with Legal Entity Management & Corporate Transparency Compliance

Everything you need to get started with Legal Entity Management & Corporate Transparency Compliance

Get Started Today