TYPES OF DOCUMENTS
Corporate Resolution
A Corporate Resolution is a Corporate Document that documents in writing the business actions and decisions of a corportation's Board of Directors. Everything the Corporate Board does must be put in the form of a Corporate Resolution. A Corporate Resolution needs to be on file for any major decision made by the Board of Directors. The purpose of the Corportate Resolution is to create documents that hold the Board of Directors accountable and present to State and Federal regulators (including the IRS) that the Board of Directors is acting according to its fiduciary responsibilities.
Corporation Boards do not need to have a resolution for day-to-day activities of the business. These activities are under the direction of Corporate Officers (CEO, President, Secretary, etc.), who have been given their permissive authority by the Board of Directors. The Corporate Resolution is an internal Corporate Document that records Corporate Resolutions such as:
- Establishing or Closing a business
- Approving new Board Members and Officers
- Accepting the initial Bylaws
- Establishing a Corporate Bank Account at a specific financial institution
- Designating signers for the Bank Account
- Establishing Corporate Policies
- Recording a Board decision
- Recording decisions by shareholders
- Desinating Corporate Officers
- Approving the selling of shares
- Deciding to join another business
- Setting up a location in another State, States, or Country
- Adopting a new marketing campaign
- Purchasing a new trademark
- Taking out a loan
One of the most essential aspects of doing business in foreign countries is the documentation that must take place. Working internationally is distinctive and complex. The essential factors that will be reviewed, will be the specifics listed in the Corporate Documents, order, and consecutiveness of the powers and responsibilities, as well as the proper preparation of all Corporate Documents.
The State's Business Services Deparment will inform you the exact form required for a Corporate Resolution. But in general a Corporate Resolution must include:
- The Date of the Resolution
- The State in which the corporation is formed and unders whose laws it is acting
- Signatures of Officers designated to sign Corporate Resolutions -- usually the Board Chairperson or the Corporate Secretary.
- Title the document with its purpose (i.e. "Resolution to Open Bank Account")
- A phrase stating that the Resolution has the consent and agreement of the Board of Directors. If the Resolution passes by unanimous consent, state this. If consent is not unanimous, you will need to include a list of Board Members and their "yea" or "nay" votes.
- A "therefore" or "resolved" statement that specifies the action to be taken.
Please Note - If a Corporate Resolution gives authority to an individual for a specified activity (i.e. banking activities) that individual cannot be the authorized person signing the Resolution.
Most Corporate Resolutions are created and signed at a Corporate Board Meeting. The Corporate Minutes should include the information on the Corporate Resolution. The Corporate Secretary then has the official responsibility of recording the Corporate Resolution in the Coporate's Record Book. These Resolutions do not need to be submitted to any governmental agency, but must be available if the corporation is ever audited by the IRS or any other governmental agency, such as the Business Department in the State where the corporation is located.
Before a Corporate Resolution can receive the State Apostille, it must be signed and notarized. The Board's designated signer must physically appear before a Notary Public. Once notarized, the document can then be mailed to us for processing. A Corporate Resolution can only be Apostilled in the State the document was signed and notarized in.
Once the original English Corporate Resolution is properly prepared you can mail it to us to be Apostilled. We can also provide Certified Translation Services into the language required by the Country of Designation.
Here at Ezra Notary and Apostille,