A corporate resolution is a formal statement of a decision made by the board of directors or shareholders of a corporation. It is used to document significant decisions like mergers, acquisitions, the hiring of new officers, or the creation of new bank accounts. It is a record of an action taken by the company’s leadership team.
A resolution for an LLC can be written similarly to one for a corporation. A meeting of the LLC’s members will be required to decide what should be done. The resolution should be written once the decision has been made and signed by each member. A copy of the resolution should be kept in the business’ corporate book. Actions That Necessitate a Corporate Resolution A corporate resolution is necessary for a variety of acts, including the ones listed below:
– Naming new officers or directors
– Selling or purchasing a business – Issuing securities or stock Opening a new bank account, getting a loan, getting a corporate book and seal, and taking out a loan Keeping track of legal paperwork and transactions requires the use of a corporate book and seal. Important papers including the articles of incorporation, bylaws, and corporate resolutions are kept in the book. Contracts and other formal documents, such agreements, are authenticated with the seal. Meetings and LLCs with a single member
Single-member LLCs are exempt from this requirement, however corporations and multi-member LLCs must hold annual meetings. Even so, it’s crucial to maintain precise records of all significant decisions and acts the organization takes, including any resolutions adopted by the lone member. The company’s articles of incorporation Contrarily, the legal documents that establish a corporation as a distinct legal entity from its owners are known as the articles of incorporation. They contain details regarding the name, function, location, and ownership structure of the business. The articles of incorporation are made public after being submitted to the state.
In conclusion, while both the articles of incorporation and corporate resolutions are crucial legal papers for a corporation or LLC, they have different functions. A corporate resolution records a choice or action made by the business’s management team, whereas the articles of incorporation create the firm as a legal entity. It’s critical to comprehend how these agreements differ from one another and to maintain precise records of all business decisions and deeds.
Due to the absence of a board of directors, partnerships lack board resolutions. Instead, partnerships usually reach agreements on issues by voting as a group or by adhering to the guidelines established in their partnership agreement.
Articles of Incorporation vs. Corporate Resolution: What’s the Difference?