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Organizational / Initial Resolutions Template
Set up core corporate governance with clear first-day approvals using this Organizational / Initial Resolutions Template.
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Organizational / Initial Resolutions Template
Corporation Name: [Corporation Name]
State/Country of Incorporation: [State/Country]
Principal Office Address: [Address]
Date: [Date]
Meeting Type: ☐ Initial meeting of the Board ☐ Written consent of the Board
1. Call to Order and Authority
1.1 The initial meeting (or written consent) of the Board of Directors (the “Board”) of [Corporation Name] (the “Corporation”) was held on the date above, in accordance with applicable law and the Corporation’s governing documents.
1.2 Quorum: ☐ Present ☐ Not required (written consent).
2. Adoption of Bylaws
2.1 Resolved, that the Bylaws presented to the Board are approved and adopted as the Corporation’s Bylaws.
2.2 The Corporate Secretary is authorized to place the Bylaws in the Corporation’s records book.
3. Appointment of Officers
3.1 Resolved, that the following persons are appointed as officers of the Corporation, to serve according to the Bylaws:
President/CEO: [Name]
Secretary: [Name]
Treasurer/CFO: [Name]
Other (Optional): [Role/Name]
4. Registered Agent and Office
4.1 Resolved, that the Corporation’s registered agent and registered office are confirmed as:
Registered Agent: [Name/Company]
Registered Office Address: [Address]
5. Issuance of Shares (Optional)
5.1 Resolved, that the Corporation is authorized to issue [Number] shares of [Class] stock to:
[Shareholder Name] – [Number] shares for $[Amount] and/or services valued at $[Amount]
5.2 The officers are authorized to prepare and deliver stock certificates (if used) and update the stock ledger.
6. Banking Resolutions
6.1 Resolved, that the Corporation is authorized to open and maintain bank account(s) with:
Bank: [Bank Name]
Account type: [Checking/Savings/Other]
6.2 Authorized signers:[Name], [Title]
[Name], [Title]
7. Fiscal Year and Tax Matters
7.1 Resolved, that the Corporation’s fiscal year ends on: ☐ December 31 ☐ Other: [Date].
7.2 The officers are authorized to obtain a tax ID/EIN and complete tax registrations and elections as needed.
8. Ratification of Prior Acts
8.1 Resolved, that all actions taken by the incorporator, directors, or officers before these resolutions are ratified and approved to the extent they were taken for the benefit of the Corporation.
9. Recordkeeping
9.1 The Secretary is authorized to maintain the Corporation’s minute book, resolutions, and required records.
Signatures
Director #1: [Name]
Date: [Date]
Signature: ___________________________
Director #2: [Name]
Date: [Date]
Signature: ___________________________
Director #3 (Optional): [Name]
Date: [Date]
Signature: ___________________________
Witnesses (If Required)
Witness Name: [Name]
Date: [Date]
Signature: ___________________________
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Organizational / Initial Resolutions Template
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For quick answers, scroll below to see the FAQ.
ORGANIZATIONAL / INITIAL RESOLUTIONS TEMPLATE FAQ
What are organizational or initial resolutions?
Organizational (or Initial) Resolutions are the first formal actions taken by a corporation’s board of directors (and sometimes incorporator or shareholders) right after formation. They set up the company’s basic structure — adopting bylaws, appointing officers, approving stock issuance, and authorizing banking and tax registrations.
When should you use initial resolutions?
Use them as soon as the corporation is formed and the initial board is in place. Banks, investors, and auditors often ask for these resolutions as part of opening accounts, closing financings, or completing corporate records.
What actions are commonly included?
Common actions include: adopting bylaws, electing officers, setting a fiscal year, issuing shares, approving a stock certificate form, authorizing a bank account, selecting a registered agent, adopting an equity plan (optional), and ratifying formation actions.
Do LLCs use this?
LLCs typically use member or manager consents rather than “organizational resolutions,” but a similar concept exists (initial member consent, adopting operating agreement). This template is designed for corporations, but the structure can be adapted.
Do these resolutions need to be filed with the state?
Usually no. They are kept in the corporate records book. State filings usually include incorporation documents and any required annual reports, not internal resolutions.
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