Directors' Resolution

A Directors' Resolution documents the decisions made by a corporation's board of directors.

When a board of directors reaches an essential resolution in a board meeting, it must be put in writing and then certified. It's also important to remember that a Directors' Resolution can also be created with written consent.

What Is a Directors' Resolution?

To grasp what a Directors' Resolution is, it's essential to know the purpose of a board of directors. Essentially, this is a group of directors with a fiduciary duty toward the shareholders of a corporation.

They are retained to guide the corporation, set goals, and ensure everything runs smoothly. This leads to why they need documents to record all the resolutions made. A Directors' Resolution usually contains a decision that's exceedingly important to a corporation.

For example, a board of directors may reach a resolution to enter a long-term lease, open a corporate bank account, appoint new officers, and even authorize loans. All significant decisions require the board to vote and for the resolution to be documented.

Other Names for Directors' Resolution

Depending on your state, a Directors' Resolution may also be known as:

• Written Resolution

• Company Resolution

• Boards of Directors' Resolution

• Resolution of Board of Directors

• Board Resolution

• Corporate Resolution

• Consent to Action Without Meeting

Who Needs a Directors' Resolution

In short, a corporation needs to keep a record of all the resolutions made. An official paper trail is essential for any corporation and shows how the decisions came about in detail. Also, a third-party could request to inspect these resolutions. This could range from a bank, a court, and to the IRS.

Why Use Swyft Forms for Your Directors' Resolution

Customized for you, by you

Create your own documents by answering our easy-to-understand questionnaires to get exactly what you need out of your Director's Resolution.

Specific to Your Jurisdiction

Laws vary by location. Each document on Swyft Forms is customized for your state.

How to Create a Directors' Resolution with Swyft Forms

A Directors' Resolution must have all the necessary information to document the decision appropriately made. You'll want to have a template ready for all future resolutions.

Let Swyft Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.

What Information Will I Need to Create My Directors' Resolution?

To create your document, please provide:

• Corporation details: The legal name of the company, state of formation, complete address, and other relevant information

• Date and location: When and where the resolution was made

• Resolution: All the specificities of the resolution in question

• Statement of resolution's approval: A statement saying all the directors have agreed to the resolution

• Names and signatures directors: Printed names of the directors and their signatures

• Secretary signature and name: The name of the company's secretary and their signature

Directors' Resolution Terms

• Corporation: A company structure recognized by law as a separate entity

• Shareholders: People owning shares in a corporation

• Board of Directors: A group of people appointed to supervise a corporation and act on behalf of the shareholders

• Chairperson: The director who leads the board

• Secretary: A person in a senior position with the authority to implement decisions of the board of directors

• Agenda: A list of all topics to be discussed in a meeting

• Meeting Minutes: The written record of a formal corporate meeting

• Fiscal year: Any defined period of 12 months a company uses for financial reporting and budgeting, which does not have to equal the calendar year of January to December

• Corporate bylaws: A set of rules adopted by the board of directors of a corporation

Directors' Resolution Signing Requirements

Once they reach a resolution within or without a board meeting, it's crucial to go over the written resolution and make sure everything is in order. If mistakes are absent, the directors and the secretary can proceed to sign the document. Notarization is not required.

What to Do with Your Directors' Resolution

All Directors' Resolutions should be included in the corresponding Meeting Minutes and stored in the corporation's minute book. A Directors' Resolution does not have to be filed with any governmental bodies.