Free board resolution template (written consent, Word)

A board resolution for a corporation: resolutions adopted at a meeting or by unanimous written consent without a meeting, each with a title and RESOLVED wording, a general authority for officers to carry them out, signature lines for each director, and an optional secretary's certificate.

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No sign-up. Your answers stay in your browser. Who it is for: Founders, company secretaries and directors of small corporations and nonprofits recording decisions such as opening a bank account, approving a contract or issuing shares.

Updated 6 October 2026 · Word (.docx) · Free to use and adapt

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What is in the board resolution

Company, state and entity type
Meeting, or unanimous written consent without a meeting
Each resolution, with a title and RESOLVED wording
General authority for officers
Counterparts and electronic signatures for written consents
Director signatures
Optional secretary's certificate

First page of the free board resolution template for Word

Read the full template

This is the complete wording. [Labels] are filled in from your answers, and highlighted text only appears when it applies; hover over it to see when.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORSRESOLUTIONS OF THE BOARD OF DIRECTORS

[Company name]

A [State of incorporation] [Entity type]

The undersigned, being all the directors of [Company name] (the "Company"), consent to the following resolutions in writing, without a meeting, as permitted by the Company's governing documents and the law of [State of incorporation], effective [Resolution date].At a meeting of the board of directors of [Company name] (the "Company") held on [Resolution date], at which a quorum was present, the board adopted the following resolutions.

Repeated for each resolution

[Resolution title]

RESOLVED, that [Resolution details]

General authority

RESOLVED, that the officers of the Company are authorized to sign all documents and take all actions they consider necessary to carry out the resolutions above, and any such action already taken is ratified.

This consent may be signed in counterparts and by electronic signature.

Included if: Is written consent

Repeated for each director

____________________________ [Director name], Director

I certify that the above is a true copy of resolutions duly adopted by the board of directors of the Company and that they remain in effect. ____________________________ [Secretary name], Secretary

The questions you answer

Clausery turns the template into a short questionnaire. Optional parts only appear when they apply.

Question	Type	Asked when
Is written consent	Yes / no	Always
Company name	Short text	Always
State of incorporation	Short text	Always
Entity type	Short text	Always
Resolution date	Date	Always
Resolutions For each item: Resolution title, Resolution details	Repeating group	Always
Directors For each item: Director name	Repeating group	If “Is written consent” is yes
Include secretary certificate	Yes / no	Always
Secretary name	Short text	If “Include secretary certificate” is yes

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Questions

What is a board resolution?

A written record of a decision made by a company's board of directors. Banks, investors and other parties often ask for one before they act, for example to open an account or confirm who may sign a contract.

What is a unanimous written consent?

A way for directors to approve a resolution without meeting, by all signing it. Most US states allow it for corporations if every director signs, unless the bylaws say otherwise.

Do LLCs use board resolutions?

LLCs usually record decisions as a consent of the members or managers rather than a board resolution, but the format is similar. Check the operating agreement for who must approve what.

Is it really free?

Yes. The download is free, and filling it in with the Clausery app is free too, with unlimited documents. Library templates never count towards a plan limit, and no account or card is needed.

Is my information uploaded anywhere?

No. Clausery runs entirely in your browser. Your answers and the finished document are created and stored on your own device.

Is this legal advice?

No. These are general samples. Laws differ between countries and states, so have the wording reviewed for your situation before you rely on it.

Clauses in this template, explained

Counterparts and electronic signature clause

Guide: What to include in a partnership agreement: 10 key terms

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This template is a general sample and not legal advice. Laws vary by jurisdiction; have it reviewed before use.