Recording decisions formally.
WHAT A RESOLUTION IS
A formal decision, recorded.
WHY FORM MATTERS
Banks, registries, counterparties and courts rely on them.
WHAT A BOARD RESOLUTION LOOKS LIKE
A statement of what was resolved, with the date and the meeting reference.
WHAT IT IS COMMONLY REQUIRED FOR
Opening bank accounts Appointing signatories Borrowing Entering significant contracts Authorising a person to act Allotting shares
WHY BANKS REQUIRE THEM
They need evidence that the company authorised the arrangement.
WHAT TO ENSURE
That the resolution matches what the bank or counterparty requires.
WHAT TO AVOID
Backdating resolutions.
WHY
It is a falsification, and it is detectable.
WHAT TO DO INSTEAD
Pass the resolution now, and note the ratification of what was done.
WHAT A WRITTEN RESOLUTION IS
A decision taken without a meeting, signed by the required parties.
WHAT IT REQUIRES
Authority in the constitution The required signatures Recording in the minute book
WHAT TO KEEP
A minute book containing every resolution, in order.
WHY IN ORDER
It is how the company's decisions are traced.
WHAT TO ESTABLISH
Who prepares and files resolutions.
WHAT TO REVIEW
Whether the resolutions actually exist for decisions already acted upon.
WHY
Missing authorisations are a standard finding in transactions and audits.
