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Board Resolution Template
Formally document board decisions and authorizations clearly with this Board Resolution Template.
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Board Resolution Template
[Company Name]
Board of Directors Resolution
Date: [Date]
Location: [Meeting Location or “Virtual Meeting”]
1. Resolution Title
[Example: “Resolution to Approve the Appointment of a New CFO”]
2. Introduction
A meeting of the Board of Directors of [Company Name], a company organized and existing under the laws of [State/Country], was held on the above date. The meeting was duly called and held in accordance with the company’s bylaws.
3. Attendance
The following directors were present:
[Director Name 1]
[Director Name 2]
[Director Name 3]
☐ A quorum was present
4. Resolution
It was resolved that:
[Clearly state the resolution, e.g.:
“Resolved, that the Board of Directors hereby approves the opening of a corporate bank account at [Bank Name], and authorizes [Full Name, Title] to act as the authorized signatory.”]
5. Supporting Details (Optional)
[Add any relevant background information or justifications — e.g., reason for appointment, expected outcome, financial impact, etc.]
6. Voting Outcome
The resolution was:
☐ Adopted unanimously
☐ Adopted by majority vote (Votes: [X] Yes, [Y] No, [Z] Abstained)
☐ Not adopted
7. Certification
I, the undersigned, hereby certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of [Company Name], and that said resolution has not been modified or rescinded and remains in full force and effect.
[Name of Secretary or Authorized Officer]
Title: [e.g., Corporate Secretary]
Date: [Date]
Signature
[Optional Attachment:]
☐ Exhibit A – Supporting Documents
☐ Minutes of the Board Meeting
Details
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Board Resolution Template
BOARD RESOLUTION TEMPLATE FAQ
What is a board resolution?
A board resolution is a formal written record of decisions made and approvals granted by a company’s board of directors. It serves as an official acknowledgment of actions taken during a board meeting, providing a clear and legally recognized record for corporate governance.
Why do you need a board resolution?
A board resolution authorizes significant company actions, ensures compliance with corporate laws and internal policies, and maintains accurate records for legal and regulatory purposes. It also provides transparency and accountability by documenting the reasoning and authority behind major decisions.
When should you use a board resolution?
Use a board resolution whenever formalizing board decisions, such as approving financial transactions, making strategic changes, appointing executives, issuing shares, or adopting new corporate policies. They are essential for documenting actions that may later be reviewed by shareholders, regulators, or courts.
How to write a board resolution?
Clearly state the purpose of the resolution, detail the decision made, include the results of any votes taken, and list the date, location, and names of attendees. Conclude with the signatures of authorized directors or officers to validate the resolution.
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