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Written Resolution of the Board of Directors
Written Resolution of the Board of Directors
A resolution passed in writing by a board of two directors, without a meeting. Template v1.0.
Company: Company
Date: Date of the resolution
First director: First director
Second director: Second director
The directors named above, being all the directors of the Company, pass the resolution below in writing. They do so as the Company's articles, bylaws or constitution and the law allow. The resolution has the same effect as if it had been passed at a meeting of the board that was properly called and held.
1. Subject
Resolution about: Resolution title
2. Resolution
It is resolved:
Resolution
3. Authority
This person is authorised to sign all documents and take all steps needed to carry out the resolution:
Person authorised to act
Any step that person has already taken for this purpose is approved and confirmed.
4. Signing
Each director confirms that they have declared any personal interest in this matter as the law and the Company's rules require. This resolution takes effect when the last director signs. It may be signed electronically and in counterparts, which together form one document. It will be kept with the minutes of the Company.
DirectorSignatureNameDate
DirectorSignatureNameDate
THE DOCUMENT
What it covers
The template has 4 parts.
Subject
Resolution
Authority
Signing
BEFORE YOU START
What you will be asked
Have these details ready. The template needs them before anyone signs.
What is the resolution about?
What exactly should the board resolve?
Who is authorised to carry out the resolution?
THE PEOPLE
Who signs
Everyone the template names, and what each one does.
DirectorSigns
DirectorSignsSends it
THE RIGHT TEMPLATE
Where it fits
For a board of two directors acting in writing. For a larger board or a matter that needs a meeting, use board minutes, and for a decision of the shareholders use a shareholder resolution.
A CAREFUL CHECK
Before you rely on it
Original Centilio wording, not legal advice. Check that the articles, bylaws or constitution allow written resolutions and that the two signers are all the directors entitled to vote. Some matters need a board meeting, a shareholder vote or a filing with the registrar, so confirm locally before you approve it.
