Investor's wiki

Corporate Resolution

Corporate Resolution

What Is a Corporate Resolution?

A corporate resolution is a written document made by the board of directors of a company itemizing a binding corporate action. A board of directors is a group of individuals that act as an overseeing body for the benefit of the shareholders of a company. The board assists with setting policies, select executives, and give oversight concerning the heading of the corporation. A corporate resolution is important on the grounds that the legal document gives the rules and system regarding how the board can act under different conditions. A corporate resolution is ordinarily found in the board meeting minutes, in spite of the fact that its form and structure can fluctuate.

How Corporate Resolutions Work

A corporate resolution frames the choices and actions made by a company's board of directors. A corporation could involve a corporate resolution to secure itself as an independent legal entity, which is separate from the owners. A corporate resolution assists the corporation with staying independent from its owners by guaranteeing that the choices made by the board and the corporate executives don't make a conflict of interest with the owners.

The board of directors of a corporation is responsible for going with huge choices and laying out corporate policies for the management to follow. A board of directors is required of each and every public company and is accused of assisting a corporation with laying out broad objectives, support executive duties, and guarantee the company has adequate, very much oversaw resources at its disposal. Numerous critical choices are kept in board meeting minutes as corporate resolutions.

Corporate resolutions help to keep the board accountable with different laws and regulations as well as guarantee that the board is maintaining its fiduciary duty to the shareholders. Corporate resolutions give a paper trail of the choices made by the board and the executive management team. These resolutions can be surveyed later by regulators, the Internal Revenue Service (IRS), shareholders, and corporate officers to guarantee that the board and the company's management are complying with regulations, tax laws, and the bylaws of the corporation.

Types of Corporate Resolutions

There are many types of choices that are made by a corporation's board of directors that are illustrated in a corporate resolution, including major financial choices and ownership changes.

A resolution could frame the officers that are authorized to act (trade, assign, transfer or hedge securities and different assets) in the interest of the corporation. The resolution would frame who is authorized to open a bank account, pull out money, and compose checks. This is a common type of resolution, given that many banks, [brokerages](/business company), and [asset managers](/contracted asset-supervisor) require this information, alongside some title agencies, which assist with confirming the legal owner of a property.

Any changes to the company's dividend distribution policy to its shareholders must be done by means of a resolution, including increments or suspensions of the dividend. Dividends are cash or stock payouts to shareholders as a reward for investing in the company.

Other common actions that are probably going to require a corporate resolution incorporate the following:

  • Purchase of real bequest
  • Applying for loans or credit
  • The issuance of debt to collect capital or money, for example, corporate bonds
  • Vote in new board individuals
  • Changes in the executive management team, like terminating or naming a new chief executive officer (CEO)
  • Executive compensation including salary and bonuses paid to executives
  • Issuance new equity shares for the corporation
  • File for a new patent
  • Mergers and acquisitions, which include joining two organizations
  • Joint ventures, which are arrangements or strategic partnerships with different corporations
  • Retirement plan changes, for example, the issuance of stock options to workers
  • Changes in the medical advantages of the workers
  • Leasing equipment or the purchase of major assets, like a factory

Following a vote, the corporate resolution fills in as the official documentation. It doesn't normally should be submitted to an oversight body or government body.

Real-World Example of a Corporate Resolution

In December 2017, the National Company Law Tribunal (NCLT) extended the time, during which the firm Electrosteel Steels Limited had the option to take part in its corporate insolvency resolution process. The extension was an extra 90 days, beginning January 17, 2018. The Kolkata-based Electrosteel Steels Limited was troubled with Rs 10,274 crore in debt; it owed this total to a SBI-drove consortium of banks.

Facing insolvency procedures, ESL was admitted to the insolvency interaction. The admission recommendation originated at the Committee of Creditors (CoC) committee meeting on December 6, 2017. NCLT executive individuals noticed that meeting minutes highlighted the CoC's supporting the resolution by 99.82%.


  • Corporate resolutions give a paper trail of the choices made by the board and the executive management team.
  • A corporate resolution is a written document made by the board of directors of a company specifying a binding corporate action.
  • A corporate resolution is the legal document that gives the rules and structure concerning how the board can act under different conditions.
  • Choices made through a corporate resolution incorporate changes to a dividend policy, executive compensation, and the issuance of debt.