Who needs to sign a corporate resolution?

A corporate resolution is typically certified by the Corporate Secretary (or Secretary of the Corporation), who attests that the resolution was duly adopted by the board or shareholders. The resolution itself is adopted by the directors or shareholders — either at a meeting or by written consent, which all required parties must sign. The certifying officer's signature on the certificate page is what banks and other institutions typically require.

Can an LLC use this corporate resolution form?

No. This form is designed for corporations (Inc., Corp., Ltd.). Limited liability companies (LLCs) are governed differently — they use Member or Manager Consents or Resolutions, not corporate resolutions. The correct form for an LLC depends on whether it is member-managed or manager-managed. See the LLC Operating Agreement and LLC Meeting Minutes templates.

Do I need a corporate resolution to open a business bank account?

Most banks require some form of board authorization when opening an account for a corporation. This typically takes the form of a certified corporate resolution (which may be on the bank's own form or your form). The resolution identifies the authorized signatories — the individuals who can sign checks and transact banking business on the corporation's behalf.

Free Corporate Resolution Template — Fill Out & Download Instantly

Free — No Sign-Up RequiredPDF & WordUpdated April 4, 2026

⚠️ Legal Disclaimer: This template is attorney-reviewed and built to US legal standards. It does not substitute for professional legal advice. For complex situations, we recommend consulting a licensed attorney.

Document Completeness0%

State of Incorporation*

Full Legal Name of Corporation*

Meeting Date (or Date of Written Consent)*

MM/DD/YYYY

Meeting Type*

Resolution Type*

Resolution Text*

Write the full resolution in formal language beginning with 'RESOLVED, that...'

Certifying Officer Name*

Certifying Officer Title*

Typically the Corporate Secretary certifies resolutions

Certification Date*

MM/DD/YYYY

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CORPORATE RESOLUTION

[Full Legal Name of Corporation]

A [State of Incorporation] Corporation

CERTIFIED COPY OF RESOLUTION ADOPTED BY THE

I, [Certifying Officer Name], [Certifying Officer Title] of [Full Legal Name of Corporation] (the "Corporation"), a corporation duly organized and existing under the laws of the State of [State of Incorporation], do hereby certify that the following resolution was duly adopted by the [Meeting Type] of the Corporation at a meeting held on [Meeting Date (or Date of Written Consent)], at which a quorum was present and acting throughout, or by unanimous written consent in lieu of such meeting:

RESOLUTION:

[Resolution Text]

FURTHER RESOLVED, that this Resolution shall remain in full force and effect until revoked or amended by a subsequent resolution of the [Meeting Type], and that any and all prior resolutions inconsistent herewith are hereby revoked.

FURTHER RESOLVED, that the [Certifying Officer Title] of the Corporation is hereby authorized and directed to certify this Resolution and to furnish certified copies thereof to any party requesting the same.

CERTIFICATION

I, [Certifying Officer Name], [Certifying Officer Title] of [Full Legal Name of Corporation], hereby certify that:

1. The foregoing is a true and correct copy of resolutions duly adopted by the [Meeting Type] of [Full Legal Name of Corporation];

2. Said resolutions are in conformity with the Articles of Incorporation and Bylaws of the Corporation;

3. Said resolutions have not been modified, amended, or rescinded, and remain in full force and effect as of the date of this Certificate; and

4. The [Meeting Type] had full power and authority to adopt the foregoing resolutions.

IN WITNESS WHEREOF, I have hereunto set my hand and, if applicable, affixed the seal of the Corporation on [Certification Date].

_________________________________________

[Certifying Officer Name]

[Certifying Officer Title]

[Full Legal Name of Corporation]

[CORPORATE SEAL, if applicable]

Document Completeness0%

State of Incorporation*

Full Legal Name of Corporation*

Meeting Date (or Date of Written Consent)*

MM/DD/YYYY

Meeting Type*

Resolution Type*

Resolution Text*

Write the full resolution in formal language beginning with 'RESOLVED, that...'

Certifying Officer Name*

Certifying Officer Title*

Typically the Corporate Secretary certifies resolutions

Certification Date*

MM/DD/YYYY

What Is a Corporate Resolution?

A corporate resolution is a formal written record of a decision made by a corporation's board of directors or shareholders. Resolutions are used to document and authorize major corporate actions — such as opening bank accounts, entering into contracts, appointing or removing officers, authorizing loans, approving real estate transactions, or amending bylaws. Banks, lenders, attorneys, and government agencies routinely require certified copies of relevant corporate resolutions before they will act on instructions from corporate representatives.

When Do You Need It?

You need a corporate resolution whenever a bank, lender, title company, or counterparty requires written proof that the corporation has authorized a specific action and that the signing officer has authority to act. Common situations include opening or closing a bank account, applying for a business loan, purchasing or selling real property, entering into a major contract, appointing a new officer or director, or authorizing specific individuals to sign checks or contracts on behalf of the corporation..

What's Included in This Template

Corporation name and state of incorporation
Meeting date and type (board or shareholder)
Resolution type and purpose
Full text of the resolution
Name and title of the authorizing officer
Officer certification block with signature

How to Fill It Out

Identify the Corporation and Meeting — Enter the full legal name of the corporation, the state of incorporation, the date the meeting was held (or the date of written consent in lieu of meeting), and whether this is a board of directors or shareholder resolution.

Select the Resolution Type — Choose the type of action being authorized: banking authority, contract approval, officer appointment, or other. This sets the context and helps the reviewing institution understand the purpose of the resolution.

Draft the Resolution Text — Write out the complete resolution language. Be specific: identify who is authorized to act, what they are authorized to do, and any relevant limits or conditions. For banking resolutions, name the specific bank and the authorized signatories.

Identify the Certifying Officer — Enter the name and title of the officer who is certifying the resolution (typically the Secretary or President). This person certifies that the resolution was duly adopted and that the corporation's records are in order.

Sign and Certify — The certifying officer should sign and date the resolution. Some banks require the corporate seal to be affixed. Keep the original in the corporate minute book and provide certified copies to the institution requiring it.

Legal Requirements & Notes

Corporate resolutions are fundamental governance documents. Key considerations:

Quorum requirement: A resolution is only validly adopted if a quorum of the board (or shareholders) was present at the meeting. Quorum requirements are set by the corporation's bylaws and the applicable state corporate statute.

Written consent in lieu of meeting: Most states allow directors (and sometimes shareholders) to act by unanimous written consent without holding a formal meeting. If using written consent, all required parties must sign.

Banking resolutions: Banks have their own forms and may require the resolution to use their specific language or be submitted on a bank-provided form in addition to a certified corporate resolution. Check with the specific bank before completing this form.

Corporate seal: Some institutions require a corporate seal to be affixed to the resolution. While corporate seals are no longer legally required in most states, they remain common practice.

Record keeping: The original signed resolution must be kept in the corporate minute book. Certified copies (copies certified as true by the Secretary) may be provided to banks and other institutions.

LLC vs. Corporation: This form is designed for corporations. LLCs use Member or Manager Resolutions or Consents, not corporate resolutions. See the LLC Meeting Minutes or LLC Operating Agreement templates.

Frequently Asked Questions

Banks require a corporate resolution to verify that the corporation has officially authorized the account opening (or other transaction) and that the named individuals have authority to act on the corporation's behalf. Without a corporate resolution, a bank has no way to verify that the person who walks in to open an account is actually authorized to do so by the company.

Free Corporate Resolution Template — Fill Out & Download Instantly

CORPORATE RESOLUTION

CERTIFIED COPY OF RESOLUTION ADOPTED BY THE

RESOLUTION:

CERTIFICATION

What Is a Corporate Resolution?

When Do You Need It?

What's Included in This Template

How to Fill It Out

Legal Requirements & Notes

Frequently Asked Questions

Related Templates

Corporate Bylaws

LLC Operating Agreement

Articles of Incorporation