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Corporate Resolution or LLC Membership Resolution

A resolution is a written document that describes some action by the owners or managers of a company. Corporations are required by state law to make resolutions, which are routinely prepared regarding the actions of the board of directors and shareholder. Although an LLC is not required by law to make resolutions, State LLC laws often include a requirement that an LLC maintain certain records

Corporate Resolution

A Corporate Resolution a written statement made by the board of directors detailing which officers are authorized to act on behalf of the corporation. It is also a record of any major decision made by shareholders or a board of directors during a meeting. Basically, what happens at any important corporate meeting is that a group of individuals, typically the board of directors, decide the direction the company should take.

The corporate resolution will be found in the board minutes detailing decisions made by the board during the meeting.

LLC Membership Resolution

An LLC  Members Resolution is prepared if a member makes a decision that pertains to the internal organization of the LLC.

An LLC Membership Resolution may be requested by a bank,  giving the members authority to open a bank account on behalf of the LLC.  Or if the LLC applies for a loan.  In both instances, an LLC member resolution gives the member's authority to sign the loan on behalf of the LLC.

The Corporate Resolution Document Has Several Purposes.

1. It can be used to identify the owners and percentage owned when opening a bank account or any other legal purpose.

2. It can also be used when new officers, directors or members are being added to or replacing current owners.

3. It is a prerequisite to a Certificate of Incumbency. Unless we have a signed and notarized copy we will not be able to prepare this legal document.

If a Certificate of Incumbency is not required this resolution need not be returned to our office. The document must be signed and notarized and returned with original signature and kept with your original documents.

The company must be in good standing with both Global Corporate Service, as your Delaware registered agent and the state of Delaware.

Each of these documents will be prepared by Global Corporate Services with the information provided by a corporate officer or member of your company. The document will include

  • All names of officers and directors if a Corporation or names and titles of all members if an LLC
  • The percentage owned of the company indicated.
  • The name of the company, File Number and date incorporated.