Define: Corporate Resolution

A corporate resolution is a formal document that outlines decisions made by a corporation’s board of directors or shareholders. It serves as a record of the actions taken by the corporation and is often required for important business transactions.

A corporate resolution is necessary for various situations, such as opening bank accounts, entering into contracts, authorizing loans, issuing stock, approving mergers or acquisitions, and making significant business decisions.

A corporate resolution is typically drafted by the corporation’s legal counsel or an attorney experienced in corporate law. It is important to ensure that the resolution complies with all applicable laws and regulations.

Not all corporate decisions require a formal resolution. Minor day-to-day decisions can often be made informally. However, significant decisions that may have legal or financial implications should be documented through a corporate resolution.

A corporate resolution is typically adopted through a formal meeting of the board of directors or shareholders. The resolution should be presented, discussed, and voted upon. The minutes of the meeting should reflect the adoption of the resolution.

Yes, in certain circumstances, a corporate resolution can be adopted without a meeting. This can be done through a written consent or unanimous consent of the board of directors or shareholders. However, specific legal requirements must be met for this method to be valid.

Yes, corporate resolutions are legally binding documents. They serve as evidence of the corporation’s decision-making process and can be relied upon in legal disputes or when dealing with third parties.

Yes, a corporate resolution can be amended or revoked. This typically requires following the same procedures as adopting the original resolution, such as holding a meeting and obtaining the necessary votes.

Corporate resolutions are generally not public documents unless required by law or regulation. They are typically kept within the corporation’s records and made available to shareholders or regulatory authorities upon request.

If a corporate resolution is not properly executed, it may be deemed invalid or unenforceable. This can have serious consequences, such as rendering a contract or transaction unauthorized or exposing the corporation to legal risks. It is crucial to ensure that all necessary steps are taken to properly adopt and execute a corporate resolution.