Corporate Activities that Need Resolutions

By David Gass

Since a corporation is under the management of the board of directors, several corporate activities need to be put to vote before they can be implemented. The board of directors and the shareholders can decide and pass resolutions. The board of directors can pass some resolutions and the shareholders can pass some resolutions, some resolutions need to be passed by both the shareholders and the board of directors. These corporate activities are agreed by the board of directors and passed by the shareholders. Some of the corporate activities are stock splits, dividends, mergers, acquisitions, rights issues and spin offs, restructuring, etc.

Corporate Resolutions following Incorporation

There are several resolutions that are to be passed by the board of directors in its first meeting, once incorporation of a company is completed. They are, the approval of the agent for service of process, approval of bylaws, appointment of directors, election of officers, adoption o corporate seal and stock certificate, selection of the tax year, select time of board meetings and annual meeting of share holders, authorizing the treasurer to open and start using the account, authorizing corporate account and authorizing a signer, filing any state required forms, issuance of the shares, opting for the S corporation status etc.

The board of directors and the shareholders passes these resolutions after informed decisions have been made for the betterment of the company.

List of some common corporate resolutions

• Resolution to adopt a trade name
• Resolutions to authorize a franchise Agreement, borrowing on a line of credit, sale/leaseback transaction, a contract and to sell assets.
• Resolution to approve a Chapter 11 Reorganization or Bankruptcy protection plan
• Resolution to appoint a purchasing agent
• Resolution to assign lease
• Resolution to acquire shares, assets of a business
• Resolution to borrow against accounts receivable, capital, from a designated bank, on inventory and equipment
• Resolution to commence litigation
• Resolution to convert excess depreciation to surplus
• Resolution to defend suit
• Resolution to exercise option to extend lease
• Resolution to factor accounts-receivable
• Resolution to file chapter 11 reorganization, chapter 7 bankruptcy
• Resolution to file for receivership
• Resolution to grant mortgage or security interest
• Resolution to indemnify and hold harmless
• Resolution to issue general release
• Resolution to issue option to purchase shares and issue a guarantee
• Resolution to lease equipment, motor vehicles and premises
• Resolution to loan funds
• Resolution to make assignment to creditors
• Resolution to mortgage real estates
• Resolution to negotiate a specific contract
• Resolution to obtain corporate credit card, license
• Resolution to open bank accounts
• Resolution to purchase equipment, motor vehicle, real estate
• Resolution to terminate a contract, an employee, lease
• Resolution to qualify as a foreign corporation
• Resolution to ratify acts of a certain party, board of directors actions
• Resolution to reacquire and redeem outstanding shares
• Resolution to reimburse lender
• Resolution to hire an employee
• Resolution to retain an accountant, attorney, business broker, professional consultant, real estate broker or special accountant.
• Resolution to sell assets subject to shareholder approval, business assets, corporate shares, equipment, motor vehicle, real estate
• Resolution to settle litigation
• Resolution to sublet space
• Resolution to waive restrictions on transfer

These are some of the corporate activities that need resolutions to be passed. Advances in the software industry has made it possible to print forms for these resolutions and several companies offer service to supply printed forms making the task of filing and documenting these resolutions easy for the corporation.

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