Every aspect of major corporate decisions, from approving changes to bylaws to purchasing (or selling) corporate property, needs to be carefully – and legally – documented in writing. Such records are known as “corporate resolutions.”
One potential costly pitfall of failing to keep careful written records is known as “piercing the corporate veil,” which may allow a corporation’s board to be personally liable for damages.
Corporate resolutions generally include a written description of the decision made as well as identifying information regarding the legal name of the corporation, the names of the key corporate members who made the decision, and signatures. Additional information would include the date of the document as well as the date of the corporation’s incorporation.
There are some instances wherein a corporate resolution, most especially an internal document versus an external document, may involve a higher level of detail citing specific board members who may not have supported a particular decision and the reason for their position. This may be especially helpful if a corporation is sued and needs to explain (and document) why and how a particular decision was made.
Some of examples of the types of decisions which should be documented in the format of a corporate resolution include:
• Approval of the articles of incorporation and bylaws
• Approval of any changes to the bylaws
• Appointment of new board members and/or new officers
• Purchasing or selling corporate property
• Opening corporate bank accounts and taking out loans
• Issuing stock or making changes to stock
The RealDealDocs’ database allows you to examine and use corporate resolutions which have already been successfully implemented. Each document may be viewed in PDF form or downloaded in MS Word format for further editing.