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Understanding The Different Types Of Corporate Resolutions

Aug 17, 2007
Corporate Resolutions are the record of the actions, motions or proceedings undertaken in the Board Meeting and the shareholder meeting. Generally, companies record the decisions, taken in the meeting of the Board of Directors or shareholder meeting, for future reference. Recording of the proceedings isn't mandatory but it is a good idea. The Board of Directors, the shareholders or sometimes, both the Board of Directors and the shareholders, must pass a resolution.

The shareholders must approve all resolutions such as the introduction of any changes in the articles of a company, filing for bankruptcy, dissolution of a company, or a change in the Board of Directors. Generally, routine decisions taken by the Board of Directors, for the normal functioning of a company, do not require the approval of the shareholders. A majority must favor a resolution for it to take affect. The company records passed resolutions in the company records.

Types of Corporate Resolutions:
The first corporate resolution is decided upon after the incorporation of the company and the introduction of the bylaws. After the adoption of company's bylaws, the company passes its first corporate resolution. This can be for anything from the appointment of directors to organization of the corporation. Below is a list of the first corporate resolutions that must be resolved before a corporation becomes fully operational.

1 Approval of bylaws.

2 Appointment of directors.

3 Appointment of officers.

4 Selection of corporate seal.

5 Establishment of executive office.

6 Securing various government approvals.

7 Schedule of Board of Directors meetings.

8 Schedule for Annual Meeting of Shareholders.

9 Authorization of Treasurer/Administrator/CFO for opening and using accounts.

10 Authorization of Corporate Account and Designate of Authorized Signer.

11 Appointment of law compliance committee.

12 Authorization for issuance of shares of stock.

13 Assignment of lease.

14 Assignment of loan funds.

15 Obtainment of a corporate credit card.

After the first corporate resolution the shareholders and the Board of Directors resolve that each meeting be properly notified in advance. This also becomes a corporate resolution.

Application of Corporate Resolutions:
The subsequent board meetings and corporate resolutions can cover the following subjects and more.

Appoint or terminate of Directors and Officers.

Introduce new articles, bylaws, or amendments to existing articles or bylaws.

Amend the existing operating agreements.

Discuss encumbrance by lending.

Adopt corporate loan documents

Adopt additional resolutions

Additional Help
Absence of the records of corporate resolutions can lead to dire consequences for not only the company but also the board of directors making, them vulnerable to financial penalties and other legal entanglements. The recording of the minutes of board meetings and the subsequent corporate resolutions can be a cumbersome job and is prone to human error. Some innovative companies have come forward to free companies from this lurking problem by designing customized software. This software offers a variety of services, which can help the company maintain the records, creating desired documents and streamlining the functioning of the company.
About the Author
David Gass is President of Business Credit Services, Inc. His company publishes afree weekly e-newsletter on Small Business Consulting at their web site http://www.smallbusinessconsulting.com
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