Last Updated February 8, 2024
What is a Directors' Resolution?
The board of directors in a corporation is responsible for making significant business decisions. As such, it's important to use a Directors' Resolution to record any of their decisions and actions.
You can use LawDepot's Directors' Resolution with or without a formal meeting of directors.
This document is also known as a:
- Board Resolution
- Board of Directors' Resolution
- Corporate Directors' Resolution
- Minutes of the Directors' Meeting
Who are the parties in a Directors' Resolution?
Generally, a Directors' Resolution involves the following parties:
- The directors: The elected or appointed shareholder representatives. Together, they oversee the company's operations.
- The shareholders: The people who invest and own shares in the company.
- A chairperson: A director, elected by the board, who sets the agenda and leads the meeting.
- A secretary: An advisor to the board of directors that coordinates meetings and records meeting minutes.
- The officers: Appointed positions such as the president, CEO, treasurer, etc.
What decisions can be made in a Directors' Resolution?
Some of the decisions that can be recorded in a Directors' Resolution are:
- Appointing an officer
- Authorizing a loan
- Entering into a contract
- Purchasing a corporate asset
- Selling a corporate asset
You can also add a custom resolution, although most people don't need to. If needed, LawDepot's Directors' Resolution template includes guidelines for writing your own resolution.
Do all directors need to sign the board resolution?
Typically, if a formal meeting of the directors does not take place, then all directors who are “entitled to vote on the resolution” will be required to sign the resolution.
If a formal meeting does take place, then only the secretary and/or chairperson of the meeting may be required to sign.
However, signing requirements may be modified by your company’s incorporation documents, bylaws and/or your local laws.
