Free Directors' Resolution

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Directors' Resolution



Your Directors' Resolution

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MINUTES OF A MEETING OF DIRECTORS of _________________________ (the "Company") held at _________________________ on this 14th day of July, 2024.

  1. The following member was present, constituting the entire board:

  2. The sole director of the Company being present, formal notice calling the meeting was dispensed with, and the meeting declared to be regularly called.
  3. UPON A MOTION DULY MADE, seconded and unanimously carried, _________________________ acted as Chairperson of the meeting and _________________________ as Secretary of the meeting.
  4. The following memorandum was then read and ordered to be inserted in these minutes: "I, the sole director of the Company consent to this meeting being held at the above time and place and do waive notice and publication of this meeting, and consent to the transaction of such business, as may have come before it, as testified by my signature below."

    ______________________________ (Signature)

  5. Minutes of the last regular meeting were read and, upon motion duly made, seconded and carried, were adopted as read.
  6. The Chairperson presented to the meeting and thereupon the following resolutions were offered, seconded and unanimously adopted.
  2. There being no further business to come before the meeting, the meeting was adjourned.
  3. Dated in England on the 14th day of July, 2024.

_______________________________ (Signature)

Secretary Name: _________________________

__________________________________ (Signature)

Director Name: _________________________

Last Updated December 8, 2022

What is a Directors' Resolution?

A Directors' Resolution is a written record of an action or decision made by a company's board of directors.

You can create a resolution with or without a formal meeting of directors. For instance, if a board of directors expressly agrees to action, they can draw up a written resolution without a formal meeting.

If a directors' meeting does occur, you can use LawDepot's Directors' Resolution template to record the items of discussion (i.e., a board of directors' meeting or board minutes). This can include any actions or resolutions that you decide upon.

A Directors' Resolution is also known as a:

  • Written Resolution of Directors
  • Directors' Consent to Action Without Meeting
  • Board of Directors' Meeting
  • Board Minutes

What is a certified corporate resolution?

A certified corporate resolution is a resolution that is verified by the company's secretary and endorsed by the company's president.

Both the secretary and president sign the document to confirm the truth, accuracy, and approval of the resolution. Some banks may need a certified resolution to authorize an individual's access to company bank accounts or safety deposit boxes.

Who are the parties in a Directors' Resolution?

There are several company members who may be involved in a Directors' Resolution:

  • Directors are elected or appointed representatives of the company's shareholders and oversee the operations of the business. They may vote to approve or strike a motion, and are required to sign a Directors' Resolution.
  • Shareholders are people who invest and own shares in a company. In some cases, shareholders may approve a motion (application for an action) before it is considered by the board of directors for inclusion in a resolution.
  • The chairperson is the director who manages and guides board meetings. The chairperson may be required to sign off on board meeting minutes.
  • Officers are appointed by directors to manage the daily operations of a business. Generally, officers are formally appointed with a Directors' Resolution.
  • The president is the chief executive officer (CEO) of a company. The president may be required to sign a written resolution to certify its correctness and approval (sometimes called a Certified Corporate Resolution).
  • The secretary is the officer in charge of keeping company records. The secretary of a board meeting may be required to record and sign meeting minutes.

When should I use a Directors' Resolution?

You use a Directors' Resolution when your board of directors makes a decision on behalf of your company. For example, common resolutions made by directors include:

  • Appointing an officer (e.g. chief executive officer, chief financial officer, secretary, etc.)
  • Granting signing authority (the ability to sign legal documents or manage bank accounts for the company)
  • Purchasing or selling a corporate asset (e.g. real estate, equipment, office furniture, etc.)
  • Entering into a contract (e.g. merging or acquiring another business)
  • Authorising a bank loan

It's important to note that some resolutions must meet certain requirements. For example, decisions that significantly impact a company may need approval from over 75% of eligible voting members. You can consult your company's articles of association (i.e. legal papers that define how the company is governed) and your local laws to review any requirements.

Private companies in the UK can consent to almost any action with a written resolution (the exceptions to this are resolutions to remove a director or auditor). Though a written resolution can pass without a formal meeting, every eligible board member must review and sign the document.

In contrast, public companies in the UK are not permitted to pass written resolutions; resolutions can only pass after polling members at a general meeting.

Related Documents:

  • Business Plan: Summarise your company's history, vision, structure, operations, finances, and more.
  • Corporate Guarantee: Create a contract in which a company agrees to be responsible for a debt in the event of a default.
  • Shareholder Agreement: Outlines company policies regarding shareholder rights and responsibilities, share ownership and valuation, financial management, dispute resolution, and more.
  • Share Purchase Agreement: Transfer ownership of shares from a shareholder to another individual or corporation.
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