A Generic Corporate Resolution Form is a fundamental corporate governance tool used in the United States to document and formalize important company decisions. It serves as evidence of authorized corporate actions and is often required by banks, government agencies, and other institutions as proof of corporate authority. The document typically includes details about the decision made, the date of approval, the parties involved, and appropriate signatures. It must comply with state corporation laws and federal regulations where applicable, and forms part of the company's official records.
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1. Title and Date: Corporate name, type of resolution, and date of adoption
2. Recitals: Background information explaining why the resolution is needed
3. Resolution Statement: The formal 'RESOLVED' statement detailing the action being approved
4. Certification: Statement certifying the resolution's authenticity and adoption
5. Signature Block: Signatures of authorized officers/directors and corporate seal space
1. Further Resolved Clauses: Additional resolutions related to the main resolution, used when multiple related actions need approval
2. Delegation of Authority: Specific authorization of individuals to act on the resolution, used when specific persons need to be empowered to execute the resolution
3. Effective Date: Specific date when resolution becomes effective, used when implementation date differs from adoption date
1. Meeting Minutes: Minutes of the meeting where resolution was adopted
2. Supporting Documents: Any referenced documents or exhibits supporting the resolution
3. Vote Record: Record of how board members/shareholders voted, included for major corporate actions requiring detailed voting records
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