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Free board resolution template (Word)

Reviewed by Clausery editors · · 3 min read

A formal written record of a decision or action approved by a company board of directors — opening bank accounts, authorising contracts, appointing officers, approving loans or share issuances.

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A board resolution (or corporate resolution) documents a formal decision by a company board of directors. It is often required by banks (to open accounts or take loans), when signing major contracts, appointing officers, issuing shares, or approving large transactions.

Resolutions stay in the corporate minute book and may need to be shown to banks, investors, auditors or counterparties. They should reference the meeting (or unanimous written consent) at which they were adopted.

What to include#

  • Company details. Full legal name of the company, state of incorporation, registered address, and the date and location of the board meeting (or 'unanimous written consent').
  • Recitals. Statement that a quorum was present, the meeting was duly called, and the vote complied with bylaws.
  • The resolved clauses. Numbered 'RESOLVED' clauses stating exactly what is approved: opening a bank account, signing a contract, appointing an officer, authorising a loan, issuing shares, etc.
  • Authorisation. Who is authorised to execute documents on the company behalf for the action (e.g. the CEO or CFO).
  • Signatures. Signature of the secretary or chair certifying the resolution was adopted; corporate seal if used; attached as an exhibit to minutes.

How to fill it in#

  1. Step 1: Call a board meeting

    Give notice per your bylaws; or circulate a unanimous written consent if allowed and all directors agree.

  2. Step 2: Draft resolutions precisely

    State the action clearly — who is authorised, what for, up to what amount, and any conditions.

  3. Step 3: Hold the vote

    Record votes in the minutes; a majority (or higher if bylaws require) passes the resolution.

  4. Step 4: Certify and sign

    Secretary or chair signs the resolution, certifying it was duly adopted at the meeting.

  5. Step 5: File in the minute book

    Keep with corporate minutes; provide certified copies to banks, counterparties or regulators as requested.

Meeting minutes

Document the meeting where resolutions were passed.

Partnership agreement

Governs decisions for partnerships (where resolutions are partner-level).

Letter of intent

Major transactions approved by resolution before signing.

Employment agreement

Resolutions often appoint/hire executive officers.

Free business templates

Full business/contract template library.

Questions

Who can sign a board resolution?

Typically the corporate secretary or chair of the board; banks may require specific officer certifications.

Do all decisions need a resolution?

No — ordinary day-to-day business is handled by officers; use resolutions for major actions required by bylaws or requested by third parties (banks, counterparties).

Do I need a meeting?

If all directors consent in writing (unanimous written consent), you can skip the meeting in most states.

Do single-member LLCs need resolutions?

Less common but useful for documenting major actions (e.g. taking a loan, signing a major contract) and piercing-the-veil protection.

Do resolutions need to be notarised?

Usually not — certified by the secretary is standard; certain filings (e.g. real estate) may require notarisation.

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These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.

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