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When Corporate Resolutions May Be Necessary

It’s often wise to document corporate decisions by either passing formal resolutions during board meetings or making notes in your corporate meeting minutes. The types of decisions that are documented often reflect on how well the corporate officers and board of directors are getting along with one another – as well as how long the corporation has been in business.

The list below indicates some of the decisions executive officers may want to document by passing resolutions. Of course, if you’ve been in business for a long time, you probably won’t need to make a record of minor administrative decisions. Of course, if you do decide to reference specific decisions, always indicate who was present if a vote was taken and if any people disagreed with the majority regarding them.

Topics Commonly Referenced in Corporate Resolutions

  • A decision to change the corporate name, and/or to choose a fictitious business name. (Be sure to complete all proper name searches and legal research necessary prior to adopting any new name);

  • An agreement to ratify or change the terms of a specific contract;

  • A decision indicating a majority of parties have approved new leases;

  • When corporate property is being sold;

  • To document the hiring of one or more officers and indicating their salaries and benefits;

  • When ratifying a specific officer’s authority to act on behalf of the entire corporation or just the board of directors (it may reference just a few specific acts);

  • Resolutions can prove useful when you’re trying to restrict a specific employee’s authority to act on behalf of others (this may occur prior to successfully ousting or firing a corporate executive);

  • An agreement to sell corporate shares or to declare dividends;

  • A decision to pursue a specific tax status – or to change the corporation’s operating structure, articles of incorporation or bylaws.

Corporate Topics That May Be Best Addressed in Your Bylaws

The following information may help to further indicate what may be best covered by your corporate bylaws as opposed to passing a resolution.  (If necessary, it’s usually rather easy to vote to amend bylaws).

  • The exact dates covered by the corporation’s fiscal year, in other words, stating that it will run from Day X and end on Day Y;

  • How the hiring and firing process will work in regards to corporate executives;

  • How board of director meetings will be called and how they should be conducted;

  • The number of directors and corporate officers who must be present at a meeting to constitute a quorum;

  • How the powers and duties of the corporate officers and board of directors can be changed or amended;

  • How certain financial and banking operations must be handled;

  • The process for amending or changing corporate bylaws.

Always make sure that all of your executives know that courts normally view corporate resolutions as legally binding decisions.

To obtain help with handling all of your Georgia business planning needs, please contact the Law Offices of Shane Smith today.  You can schedule your free initial consultation with a knowledgeable Peachtree City estate planning attorney by calling: (770) 487-8999.


Shane Smith
Advocate for the Seriously Injured in Georgia