Corporate Resolution for Virginia

We, the undersigned, constituting all the of _____________ (the "Corporation") and by unanimous written consent in lieu of a meeting in accordance with all applicable laws, and any other appropriate authorities, THEREFORE RESOLVE AS FOLLOWS:

  1. Unless otherwise specified and restricted within the resolution, any one Director or Officer of Corporation is authorized to sign all documents and perform such acts as may be necessary or desirable to give effect to the above resolutions.
  2. The Secretary is directed to update the corporate records with this resolution, as appropriate.
  3. This resolution may be executed in counterparts. Facsimile or scanned signatures are binding and are considered to be original signatures.
  4. This resolution is adopted on _____________.

Signatures

INSTRUCTIONS FOR YOUR CORPORATE RESOLUTION



A corporate resolution is a document that formally records the important binding decisions of a corporation's managers, directors, officers, or owners. A good corporate resolution form is customizable to anticipate any resolutions the corporation's decision-makers may pass. Below are some helpful explanations of the more common resolutions your corporation may encounter in its lifespan.

Entity Types

Corporate resolutions are necessary business documents for corporations, both for-profit and nonprofit. However, corporate resolutions for Limited Liability Companies (LLCs), aka "company resolutions," are not absolutely necessary. An LLC may adopt the forms and procedures of a corporation and use company resolutions to document and evidence its decisions in a more formal manner. This will be helpful for banks considering providing financing to the LLC or for the LLC investors to obtain a transparent understanding the company.

Corporate Information

Enter the corporation's name exactly as it appears on your articles of incorporation or articles of organization filed, or to be filed, with the state.

Resolution Maker

A corporate resolution can be made by the shareholders, board of directors, members, or board of managers depending on the corporation's entity type. Select the decision-maker for this resolution as appropriate for your corporation.

Resolution Adoption

Depending on your corporate rules and procedures as outlined in the articles of incorporation, bylaws, shareholders' agreement, or LLC operating agreement, the decision-maker establishing this resolution may have several methods of passing a resolution. Select the option that describes how these resolutions are being adopted.

  1. The resolution could be passed at a meeting that meets quorum. This is where the minimum number of decision-makers that must be present for the meeting to go forward are present and a sufficient number of the decision-makers voted in favor of the resolutions.
  2. The resolution could be passed by necessary written consent. This is where a meeting is not necessary because a sufficient number of decision-makers consented in writing to the corporation to approve the resolution.
  3. The resolution could be passed by unanimous written consent. This is where a meeting is not necessary because every decision-maker consented in writing to the corporation to approve the resolution.

Adoption Date

Enter the date that this resolution is adopted by the corporation's decision-makers. If the resolution was passed at a meeting that meets quorum, the adoption date is probably the meeting date, unless otherwise specified. If the resolution was passed by written consent, the adoption date may need to anticipate the time lapse that may occur until a sufficient number of necessary decision-makers have signed and returned their consent to pass a resolution.

Resolution: Amend Corporate Documents

A corporation's foundational documents often require a high standard of approval by the corporation's ultimate decision-makers before these documents can be changed or amended. To make changes to the bylaws, charter, shareholders' agreement, or operating agreement, select the appropriate document to be amended and write out the specific section to be changed, replaced, or eliminated.

Resolution: Approve Annual Budget

One of the most common decisions that requires a resolution is the annual budget approval. Here, the decision-makers review the corporation's financials from the previous year and approve the estimated budget for the coming year. To complete this section, insert the start and end date of your corporation's fiscal year.

Additionally, it is important to remember that the approved budget plan should be attached to the resolution and filed with the corporate records.

Resolution: Borrow Capital

When borrowing capital, the banks frequently require proof that the corporation authorizes the loan. A resolution from the corporation stating consent to borrow capital with certain dollar and collateral limits will satisfy the bank that the corporation and their officers or representatives have the authority to engage the bank and seek out a loan.

Resolution: Commence or Defend Lawsuit

This resolution authorizes the corporation's officers to either 1) start a new lawsuit against a third party that has wronged the corporation or 2) defend an existing lawsuit from a third party alleging that the corporation committed certain wrongdoings. The resolution should include some general terms to reference the nature of the legal dispute and the parties involved. The resolution also gives the President or Chief Executive Officer the authority to reasonably settle the dispute.

Resolution: Appointment of Directors/Officers/Managers

Use this resolution to appoint directors, officers, and managers to their respective positions within the corporation. These new appointments will begin immediately until their successors are elected, they resign voluntarily, or they are removed from the position by the corporation.

Resolution: Hire an Employee

This resolution allows the corporate officers to engage in the hiring of a specific employee and sets the parameters of the employment offer. The officers cannot hire an employee for more than the resolution's maximum dollar limit. The employee will receive whatever standard benefits that are offered to other employees unless otherwise noted in this section.

Resolution: Lease or Purchase Certain Assets

For larger ticket items, a corporation and its financiers will often require the decision-makers to authorize the expenditure before the lease or purchase is made. This section identifies these leases or purchases in order to specifically authorize the officers to procure these items. Additionally, it is important to remember that the lease or purchase agreement, if available, should be attached to the resolution and filed with the corporate records.

Resolution: Negotiate a Contract

This resolution authorizes the corporate officers to enter into negotiations with a third party. A resolution is usually reserved for large or long-term contracts. It is not necessary for the officers to gain approval from the corporate decision-makers for smaller negotiations that the corporation may encounter on a daily basis.

Resolution: Obtain License or Government Approval

This resolution authorizes the corporate officers to pursue all licenses or government approvals that are specified here. This can also serve as verification to third parties that the corporation authorizes all actions relating to the procurement of these licenses and approvals.

Resolution: Open a Bank Account

Nearly every business will need a bank account and this resolution concisely enables the Chief Financial Officer to authorize opening a bank account with a reputable bank for the corporation's sole use and benefit.

Resolution: Ratify Prior Acts

This resolution allows the decision-makers to authorize any prior acts or decisions made by people who report to the decision-makers. For example, this resolution allows the shareholders to ratify acts done by the board of directors and any officers after careful consideration of the directors' and officers' actions and decisions.

Resolution: Retain a Specialist

This resolution authorizes the corporation to hire a specialist at a reasonable market rate as approved by the Chief Financial Officer. These specialists may include accountants, attorneys, brokers, consultants, and more.

Resolution: Sell Business Equipment, a Vehicle, or Other Assets

This resolution identifies assets the corporation wishes to sell and the intended buyer. It is important to remember that the sales agreement, if available, should be attached to the resolution and filed with the corporate records.

Resolution: Terminate a Specific Contract/Employee/Officer/Director/Lease

This resolution formally approves the termination of a specific contract, employee, officer, director, or lease. The termination may occur immediately or on a specified date.

Resolution: Other

Here, you may add any additional resolution passed by the corporation.

Certification

A certified corporate resolution is a resolution that has been approved and confirmed to be true and accurate by one or more corporate authorities such as the Secretary, President, or other officers. A certified corporate resolution is useful if a bank or other external organization ever requires verification to permit specific actions or powers.

Business Business Formation

Corporate Resolution

A corporate resolution formally records any major corporate decisions so that they may be filed with the official corporate records. It is easily customizable and helps your company stay compliant with required corporate formalities.

LegalNature's corporate resolution will be automatically customized according to your company's needs, including options for approving annual budgets, borrowing capital, declaring dividend distributions, and passing many other useful resolutions.

LegalNature’s intuitive form builder will guide you through each step, helping you complete your corporate resolution in minutes!

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user guide icon Help Guide

This guide provides an explanation of the key terms and considerations when creating a corporate resolution. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

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checklist icon Checklist

Review the basic steps you will need to follow before and after completing your corporate resolution. This includes gathering information, signing and witnessing your agreement, storing your corporate resolution and other important corporate records, completing related documents, and more helpful tips.

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