Board Resolutions

The Purpose of a Business Resolution

For any legal entity, regardless of jurisdiction, any formal decision made by the corporate officers must be documented by using a business resolution template. These resolutions give legal authority to the corporate officers to make transfers of funds, assign tasks, and bind officers to corporate decisions made. Although resolutions mostly get used in medium to large corporations even smaller organizations often need to use a resolution to enact important decisions.

Business resolutions give officers of the organization the legal right to sign on behalf of the company for new business dealings as well as many other daily operations. Corporate resolutions can also be passed according to a vote made by the shareholders of a company if they are not part of the board of directors, meaning that the shareholders could vote to instruct the directors to enact certain operational changes that they deem crucial for the survival of the company. It must be noted that although shareholders can vote to make changes such as these the company as a legal entity must still pass a resolution to make the decision legally binding to the officers of the company.

How Resolutions are used in the running of a Corporation

A corporate resolution can be used for any binding decisions from an impact on the ownership of the business, financial decisions for the corporation, to document disagreements between those in control of the business, any formal declaration of the corporation must be “legalized” with a resolution. It is important to note that daily operational decisions do not need to be ratified with resolutions so that the day-to-day running is not interrupted by formal processes.

Corporations come in many variations from sole proprietorships to large multinational corporations and in all cases resolutions form a vital part of the running of these organizations. Although they are most used in the case of larger companies, resolutions are used to keep in line with the local jurisdiction and legislation when it comes to effecting important decisions for the company. Based on the fact that a company is seen as a legal entity, resolutions make up the legal documentation of what the governing body agrees on for the future of the company.

Initially, when a company is started, there would be a host of resolutions passed so that the company as a whole has a guideline for the daily business operations. These documents must have the correct format and signatories to become legally binding under the law. As corporations exist separately from the shareholders regardless of whether they are involved in the daily running of the business, these resolutions give those in the management positions the authority to perform their daily duties. The type of decisions that require a resolution to be binding are:

• Decisions regarding the ownership of the organizations
• Financial decisions that impact the company
• New appointments of company officers and executive employees
• Major disagreements between these officers of the company

Resolutions also are used to effect major company decisions like

• Large asset purchasing for the company like property and movable assets like vehicles
• Entering into lease agreements for these assets
• Financial loans or lines of credit for the company
• Enacting new regulations and legislation of the jurisdictions where the company is located
• The issuing of shares and stock options for employees and shareholders
• Changes to the benefits plans and insurance for the company and employees
• Documenting shareholders and board meetings

These decisions could have a major impact on the company and whether positive or negative there must be a paper trail that could be reviewed by the legal entities like tax auditors, banks, courts, and the creditors or debtors.

As the guiding rule for corporations, business resolutions make sure that the company stays in line with the law and that decisions made for the good of the company are documented for future reference. If your company does not use corporate resolutions to keep track of the major decisions in the company, you could end up having to sacrifice your personal assets and potentially incurring criminal judgment in the event of contravention of local or international laws.

How do Resolutions fit into the Corporate Legal Structure?

When you start a corporation, you use articles of incorporation to define the direction and structure of the company. When you need to deviate from this structure you need to legalize the decisions with corporate resolutions, which will give the power of attorney to the relevant officers to fulfill the obligations on behalf of the company. All corporations have a set of by-laws that make up the guiding principles by which the company is managed, and legal and properly formatted resolutions make up the paper track record of the board decisions for legal and judicial inquiry or later review to shed light on who was involved with any specific decision.

To have your resolution legally binding, it needs to be formatted correctly and this could incur a cost if you do not use the correct templates. That is where Business-in-a-Box makes your life simpler and more streamlined. Our corporate resolution template database covers every aspect of your business and has been created by a legal professional and industry specialist to conform to all the legal requirements regardless of jurisdiction, if not with minimal editing.

Our database of business resolution templates covers every major decision that you could vote on in the corporate structure, with more than 70 templates available, you can document all major decisions for your corporations.

What to expect from our Business Resolution Templates

With so many different types of resolution that could be passed by your board of directors having a legal advisor on the payroll could prove to be a costly exercise if your company is not geared for it. In the case of most corporations, the streamlining of operational cost includes keeping the salary bill as low as possible. Legal advisors are often a costly addition, hence the Business-in-a-Box solution to Corporate Resolutions.

Our resolutions are created by experts to ensure that your company stays in line with the regulation and can continue to operate and earn a profit. Within our selection of resolutions you will find the following administration documentation:

• Board Resolution Template When your board of directors meets, various decisions are made in each meeting. These decisions need to be documented in the corporation by the use of a board resolution. This template includes the correct format for documenting general issues like the issue of financial statements, Bylaw amendments, confirming the appointment of a new chairperson, and various share related issues. A general resolution template that could be used for most directors meetings that will also include the meeting minutes to validate the resolution.
• Shareholder Resolution Template Using a shareholder resolution template will officiate the meeting of the shareholders of the company and will document the issuing of the financial statements to the shareholders by the company officers according to a date listed in the resolution. Shareholders can also confirm the election of new directors with this resolution as well as the appointment of auditors and other company officers. Ratification of the board decisions by the shareholders will also be documented using this template such a purchasing or selling of assets.
• Resolution Approving Budget Template A resolution approving budget template is one that will be used by your board to confirm their approval of the proposed budget for a specific fiscal year. As financial decisions are vitally important to the survival of the company these decisions must be documented and confirmed properly, and with a correctly formatted template you can do this in a matter of minutes.
• Resolution appointing Company Officers Template The daily running of the business does not need to be ratified by corporate resolutions, however, the appointment of high-level contractors and company officers must be confirmed through a business resolution. Officers like new directors and especially financial officers must be documented correctly with a properly formatted resolution. This resolution appointing company officers allows for the assignment of Company President, or CEO, Vice Presidents, and officers like company accountants or outside contractors for auditing and legal advisors.
• Terminating Lease Agreement Template Minor changes in the contractual agreements of the company fall under the horizon of daily operations. However, significant lease changes like new offices or a fleet of new vehicles require the company to pass a resolution authorizing the company officers to sign on behalf of the company and to make a decision on the details of the agreements. This would require a terminating lease agreement template.
• Approving By-Law changes or Litigation Template The by-laws of the company are the core structure of the governing body and any changes to the details of these by-laws must be documented and approved by the board and often the shareholders of the company. To do this you need the correctly formatted resolution templates that will allow you to effect the changes. A board resolution approving amendments of bylaws template approves the changes and documents them for the business and allows for properly authorized signatories.
• Approving Financial decisions Major financial decisions like large asset purchasing or sale must be documented and approved by the authorized company officers. When your board makes a financial decision this resolution will be vital to making sure that your business does not fall short of regulatory requirements.
  • Financial statements - when you issue financial statements you need to inform the shareholders and company officers. Our templates are formatted to allow you to proceed with the paperwork regarding these decisions without concern for regulatory requirements as they are correctly formatted and compiled. You will also use a separate resolution template to approve the audited financial statements for your company before issuing them to the shareholders and company.
  • Share Issue - the issue of share within the corporate structure is a significant process that you need to document and approve using a template that is legally binding and in line with the laws of the jurisdiction you operate in.
  • Financial Signatories - company officers that have signing powers on the company banking account need to be legally approved utilizing a company resolution that is approved by the board. This template will document the decisions and the officers that approved the signatories.
  • Purchasing of Shares - company purchases of share from shareholders or in other organizations must be recorded in the company resolution to make sure that the approvals and voting procedure required was followed correctly. The template also lists the sellers and the number of shares being purchased.
  • Purchasing and Sale of Company Assets - large purchases and sale of company assets could impact the profitability of the corporation and must be correctly approved by the company officers and be documented for the board and shareholders by use of these corporate resolutions.