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A corporate resolution is a document issued by a board of directors, outlining a binding corporate action.[1]

Resolutions may authorize routine transactions such as opening corporate accounts, or adopting a fictitious business name.[2] Others may be used to delegate, approve, or rescind decision-making authority to individuals to act on behalf of the corporation.[2]

This form of corporate resolution is also required by title agencies when selling corporate owned real estate. The form and structure of this document varies depending on the state in which the corporation is organized.

For a corporate action, if allowed by state law and by the bylaws of the corporation, the board of directors may use a written document to waive formal notice of a meeting and unanimously consent to a resolution.

Resolutions are not required on Trust or Estate accounts. See: Trust law.

References

  1. ^ Chen, James (October 2, 2022). "Corporate Resolution: Definition, How They Work, and Types". Investopedia. Retrieved June 22, 2024.
  2. ^ a b Mancuso, Anthony (1998). The corporate minutes book: The legal guide to taking care of corporate business. Berkeley: Nolo Press. ISBN 0-87337-479-7.

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