Victoria Duff reports:
"A corporate resolution documents the presentation of a business matter, details of the decision and signatures of members of the board of directors. Writing a corporate resolution every time you make a [business] decision...creates a legal record that can come in handy if there are lawsuits or questions about the decision. A record of corporate resolutions also provides a way to review past decisions that may assist in managing new business developments. Corporate resolutions are usually required to open bank accounts, execute contracts and lease equipment or facilities. State, at the top of the page, the governing body and the legal name of the organization making the corporate resolution. In most cases, it can be stated 'Corporate resolution by the board of directors of XYZ Company, Inc.' Add further legal identification of the company such as 'XYZ Company was incorporated in the State of X on Jan. 1, 2000.' Add the location of the board meeting, the date and time[,] and the presence of a voting quorum. It is optional to include a list of attending board members and other individuals present. List the resolutions involved such as 'RESOLVED: That the Corporation will open a checking account at Piggy Bank' and 'RESOLVED: That the board directs Joe Treasurer to fund the new account in the amount of $100 drawn on the company's checking account at Left Bank.' Each detail of the decision should be represented as a separate resolution. It is optional to include details of any discussion regarding the matter and the results of the vote. Finish the document with a legal attestation of truth of the information presented and the identified and dated signatures of the chairman of the board, vice chairman, corporate secretary and corporate treasurer...There are two kinds of corporate resolutions -- those documenting for internal records the details of decisions made by the board and those required by banks and other outside entities for specific business transactions. Include details in resolutions intended for internal documentation. Simplify the corporate resolutions used for external purposes because they only need to document that the board is in agreement to transact the business in question. Standard corporate resolution templates are available on most legal services websites...While the legal requirements for proper corporate resolutions are relatively straightforward and similar from state to state, always have your corporate attorney review your templates and any important corporate resolutions before adopting them into your company's record."
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