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.
