Form with which an individual may formally accept his/her election or appointment as a corporate officer or representative.
Massachusetts Acceptance of Office - Corporate Resolutions
Category:
State:
Multi-State
Control #:
US-0003-CR
Format:
Word;
Rich Text
Instant download
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FAQ
A corporate resolution is the legal document that provides the rules and framework as to how the board can act under various circumstances. Corporate resolutions provide a paper trail of the decisions made by the board and the executive management team.
The resolution should state the name of the person authorized to sign the contract. If the resolution only states the title of the officer so authorized, a certification by a corporate officer must be provided certifying that the individual signing the contract held that office at the time the contract was signed.
The Certified Corporate Resolution is a document that states that certain officers can act on behalf of the entity: It provides rights to particular officers. One unique rule is that the person that certifies the corporate resolution cannot be the same person that authorizes the transaction request.
A certified board resolution is a written document that provides an explanation of the actions of a company's board of directors that has been verified by the secretary of the organization and approved by the board's president.
Most corporate resolutions are created and signed at a corporate board meeting. Here's a typical process: The agenda for a board meeting is created before the meeting and sent to all board members, and the item to be resolved is included on the agenda.
Like every legal document, resolutions need to be signed and dated by the members of the board as they would do with minutes of meetings.
Corporate resolutions are required whenever the board of directors makes a major decision. The resolution acts as a written record of the decision and is stored with other business documents. These board resolutions are binding on the company.
Such processes can be laid out in a corporate resolution form, usually known as the operating agreement. The agreement can also specify whether or not the decision-making is to be agreed upon by all members or a majority of members.
The President and Secretary only need to sign when the resolution is certified. But they can sign an uncertified board resolution as well, but it is not required.
Does a board resolution need to be signed by all directors? All eligible directors of private companies must sign the resolution. There may be other directors who are not eligible. This could be because they have a declared conflict of interest or for some other reason.
