An official document used by a corporation’s board of directors or shareholders to record and authorize important decisions or actions taken on behalf of the company.
What is a Corporate Resolution?
A Corporate Resolution is a formal, written statement that documents a significant decision made by a corporation’s board of directors or shareholders. It serves as legal evidence that the decision was properly reviewed, approved, and authorized by the company’s leadership in accordance with its governing rules. For non-U.S. founders of U.S. corporations, corporate resolutions are essential tools for demonstrating internal governance and legitimacy, especially when dealing with banks, investors, or legal matters.
Resolutions are typically required when a corporation takes a major action, such as opening a business bank account, appointing officers, approving a major contract, issuing shares, taking on debt, or changing the company’s address. The document outlines what the decision is, who approved it, and when it was adopted. In many cases, a copy of the resolution must be presented to third parties (e.g., banks or government agencies) as proof that the corporation has formally authorized the action.
For single-shareholder corporations, a corporate resolution still plays an important role, even if there’s only one decision-maker. It helps establish a paper trail of decisions and demonstrates that corporate formalities are being followed, which is critical for preserving liability protection. Keeping clear records of resolutions can also help in future audits, due diligence, or ownership transfers.
It’s important to note that corporate resolutions are primarily required for Corporations (C-Corps and S-Corps), not LLCs—although LLCs may choose to adopt similar resolutions for internal documentation purposes, especially if they have multiple members or a more structured setup.
In summary, a Corporate Resolution is not just a bureaucratic formality—it’s a core component of U.S. corporate governance. For international founders, consistently documenting key decisions through resolutions strengthens your company’s credibility, ensures transparency, and protects you legally. Whether you’re opening a bank account or signing a major agreement, having a properly written resolution shows that your business is acting with authority and structure.
