Generate professional board resolutions to authorize business decisions, appoint officers, approve contracts, open bank accounts, declare dividends, and document any official corporate action. Attorney-drafted language with real-time preview.
I built this board resolution generator to help corporations properly document actions taken by their board of directors. Whether you need to authorize a bank account, appoint a new officer, approve a major contract, issue equity, declare a dividend, or amend your corporate bylaws, this tool generates a comprehensive resolution that follows standard corporate governance practices and satisfies the requirements of banks, government agencies, and third-party institutions.
This generator supports multiple resolution types with conditional language tailored to each action. You can choose between a regular meeting, special meeting, or written consent format, and the document automatically adjusts its recitals, RESOLVED clauses, and certification language accordingly. The resolution includes proper WHEREAS recitals establishing the basis for the board's action, multiple RESOLVED paragraphs authorizing specific actions, and a secretary's certification attesting to the validity of the resolution.
Every field updates the live preview instantly, so you can see exactly how your resolution will look before downloading. The generator includes all essential elements that banks and institutions expect: corporation identification, meeting notice and quorum verification, discussion summary, specific authorization language, delegation of further authority, and secretary certification with signature block.
Key features include: eight resolution types covering the most common corporate actions, conditional language that adapts to each resolution type, support for regular meetings, special meetings, and written consent, quorum verification statements, multiple RESOLVED clauses with proper legal formatting, and comprehensive secretary certification language.
A board resolution is a formal document that records decisions made by a corporation's board of directors. It is required whenever the board authorizes significant corporate actions such as opening bank accounts, appointing officers, approving major contracts, issuing equity, declaring dividends, or authorizing mergers and acquisitions.
A regular or special board meeting is a formal gathering of directors where resolutions are proposed, discussed, and voted upon. Written consent allows the board to take action without a meeting by having each director sign a document agreeing to the resolution. Most states permit unanimous written consent for routine matters.
A quorum is the minimum number of directors that must be present for the meeting to conduct official business. Under most state corporate statutes, a quorum consists of a majority of the total number of directors then in office. Without a quorum, no binding action can be taken.
Board resolutions generally do not need to be notarized or filed with the state. They are internal corporate records kept in the corporation's minute book. However, banks and third parties may request a certified copy signed by the corporate secretary.
The corporate secretary is typically responsible for certifying board resolutions. The certification attests that the resolution was duly adopted and remains in full force and effect. If there is no designated secretary, another authorized officer may certify.
In a corporation with a single director, that director may adopt resolutions alone. With multiple directors, a resolution must be approved by a majority at a meeting with a quorum, or by unanimous written consent. Officers cannot adopt board resolutions; they can only execute actions the board has authorized.