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Board Of Directors Resolution for the United Kingdom

Board Of Directors Resolution Template for United States

A Board of Directors Resolution is a formal document that records decisions made by a corporation's board of directors. Under U.S. corporate law, these resolutions serve as official records of major corporate actions and are typically required for activities such as opening bank accounts, approving contracts, issuing shares, or making significant business decisions. The document must comply with federal regulations, state corporate laws, and the corporation's bylaws.

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Board Of Directors Resolution

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What is a Board Of Directors Resolution?

A Board of Directors Resolution is a crucial corporate governance document used to memorialize significant decisions made during board meetings. It serves as legal evidence of the board's authorization for various corporate actions, from routine matters to major strategic decisions. The resolution must conform to U.S. federal and state corporate laws, including requirements set forth in legislation such as the Sarbanes-Oxley Act for public companies. The document typically includes details about the meeting, the decision made, voting results, and necessary signatures, and may be required by banks, government agencies, or other third parties as proof of corporate authorization.

What sections should be included in a Board Of Directors Resolution?

1. Header Information: Company name, date, time, and location of meeting

2. Attendance Record: List of present and absent board members, quorum confirmation

3. Recitals: Background information and context for the resolution

4. Resolution Statement: The actual decision/action being approved by the board

5. Voting Record: Record of how board members voted

6. Signature Block: Signatures of required officers (typically Secretary and/or Chairman)

What sections are optional to include in a Board Of Directors Resolution?

1. References to Prior Resolutions: Used when the current resolution relates to or modifies previous board actions

2. Delegation of Authority: Used when specific powers are being granted to officers or committees

3. Effective Date: Used when implementation date is different from the meeting date or when implementation is conditional

What schedules should be included in a Board Of Directors Resolution?

1. Supporting Documents: Relevant financial statements, reports, or analysis referenced in the resolution

2. Meeting Minutes: Detailed record of the discussion leading to the resolution

3. Legal Opinions: Legal counsel opinions relevant to the resolution

4. Related Agreements: Contracts or agreements referenced in the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Document Type

Board Resolution

Cost

Free to use
Clauses





















Industries

Securities Exchange Act 1934: Federal law governing securities trading and requiring specific disclosures for public companies in board decisions

Sarbanes-Oxley Act 2002: Federal legislation establishing corporate governance and financial reporting requirements for board oversight

Dodd-Frank Act: Federal reform law affecting corporate governance, especially regarding executive compensation and financial matters

Federal Tax Laws: IRS regulations and requirements that may impact board decisions involving financial matters or corporate restructuring

State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate formation and operation

Articles of Incorporation: Company's founding document that outlines basic corporate structure and board authority

Corporate Bylaws: Internal rules governing how the company operates, including board procedures and voting requirements

SEC Requirements: Regulatory requirements for public companies, including disclosure obligations and filing requirements

Quorum Requirements: Minimum number of directors required to be present for valid board action

Voting Thresholds: Required majority or supermajority votes needed for specific board actions

Notice Requirements: Mandatory advance notice periods for board meetings and specific actions

Conflict of Interest Rules: Regulations governing director conflicts and required disclosures in board decision-making

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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