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: