The short version
- A board resolution records a decision the directors had power to make. The authoritative list of what needs one is in your own bylaws and your state's corporation statute — not in a generic checklist.
- Directors can act without meeting, by written consent, but in Delaware and most states that consent must be unanimous. A shareholder written consent, by contrast, usually needs only the majority that would have carried the vote.
- A written consent signed by every director in office can still be invalid. In Applied Energetics v. Farley (2020) the Delaware Court of Chancery held that a sole director did not constitute a quorum, so the consent failed.
- The practical trigger is usually external: banks, registries, landlords, insurers and buyers ask for a certified resolution as evidence that whoever signed had authority to bind the company.
Four words that get used interchangeably and should not be
Most of the confusion here is vocabulary. The documents are closely related, but they are made by different people, need different majorities and prove different things.
| Document | Who makes it | What it proves |
|---|---|---|
| Board resolution | The directors, at a meeting | The board decided a matter within its authority |
| Written consent of directors | The directors, without meeting | The same decision, taken by signature instead of a meeting — normally requires unanimity |
| Shareholder resolution | The shareholders, at a meeting or by written consent | The owners approved something the board alone could not do |
| Corporate resolution | Either — it is a generic label | Whatever the document itself says; usually a board resolution presented to a third party |
Directors' resolutions and board resolutions are the same thing under two names, the first being more common outside the United States. There is no legal difference.
What genuinely needs one
There is no universal list, and any article that gives you one without qualification is guessing. The authoritative answer is in two places: your state's corporation statute, which reserves certain acts to the board or to the shareholders, and your own bylaws, which can reserve more. Read those first.
That said, the pattern is consistent, and it has a logic worth internalising. A decision needs a resolution when it changes the company rather than operates it, or when someone outside the company will need evidence that it was properly authorised.
- Anything touching the share capital. Issuing stock, repurchasing it, approving transfers, reserving an option pool, granting options. These change who owns the company, and a buyer's lawyers will read every one of them years later.
- Officers and delegated authority. Appointing or removing officers, and setting the limits within which they can sign without coming back to the board.
- Money the company is committing. Borrowing, granting security, guarantees, leases, and capital expenditure above whatever threshold the bylaws set.
- Banking. Opening or closing accounts, and naming who may operate them. This one is almost always driven by the bank rather than the statute.
- Distributions. Declaring a dividend or any other return of value to shareholders.
- Structural change. A merger, a sale of the business or a material part of it, a change of name, an amendment to the bylaws, dissolution. Several of these will also need shareholder approval on top.
Does this decision need a resolution?
Does this decision change the company, or will an outsider need proof it was authorised?
Yes — resolve it
Shares, options, officers, borrowing, banking, dividends, leases above threshold, mergers, bylaw changes. Anything a bank, registry, insurer or buyer will later ask you to evidence.
No — just do it
Hiring a junior, buying equipment, signing a routine customer contract inside an officer's delegated authority. These are what the delegation was for.
Why over-papering is its own problem
Companies that discover the concept sometimes overcorrect and start resolving everything. It is a mistake for two reasons. The first is practical: a minute book nobody can navigate is a minute book nobody maintains, and within a year the important resolutions are missing along with the trivial ones.
The second is evidential. The value of a resolution in a dispute is that it shows a board applying its mind to a decision that warranted it. A hundred resolutions about stationery dilute that, and they invite the opposite inference — that the formality was performed rather than exercised. Resolve the things that matter, and delegate the rest explicitly so that officers can act without asking.
Written consent instead of a meeting
Directors do not have to meet. Section 141(f) of the Delaware General Corporation Law provides that any action which could be taken at a board or committee meeting may be taken without a meeting if all members consent in writing or by electronic transmission. Most state statutes follow the same pattern. The consent is filed with the minutes and carries the same weight as a record of a meeting.
The critical word is all. At a meeting a resolution carries on a majority of a quorum. By written consent it needs every director in office to sign, which means a single dissenting or unreachable director defeats it. That is a feature rather than a defect — it is what makes it safe to dispense with deliberation — but it decides which route you use.
A 2014 amendment to section 141(f) added useful flexibility: a consent can be signed now and take effect on a future event, such as the closing of a financing, and a person who is not yet a director but will be at the effective time can sign in advance. This is why unanimous written consents show up so often in transaction closings.
The threshold changes with both the body and the route
Who is deciding
How the decision is taken
At a meeting
By written consent
The directors
Majority of a quorum
Notice given or waived, quorum present, majority carries — and the discussion is part of the record.
Every director in office
One dissenting or unreachable director defeats it, and the board must still meet quorum to act at all.
The shareholders
Whatever the bylaws set
Usually a majority of shares voted, subject to any higher threshold the statute or bylaws fix for that matter.
The same proportion, not unanimity
Shareholder consents need only the votes that would have carried it at a meeting.
The quorum trap
Here is the failure mode that catches well-advised companies. In Applied Energetics, Inc. v. Farley, decided by the Delaware Court of Chancery in 2020, a corporation had a single director in office. He signed a written consent. The court held it invalid: section 141(f) permits action that could have been taken at a meeting, and a meeting requires a quorum. One director did not constitute a quorum under the company's own bylaws, so there was no valid board action at all.
The lesson generalises well beyond sole directors. Boards lose members — resignations, deaths, terms expiring, an investor seat left unfilled after the investor exits. If the number of directors still in office has fallen below the quorum fixed by the bylaws, the remaining directors cannot validly act by consent no matter how unanimous they are. Fill the vacancy first, or amend the bylaws, then resolve.
What a resolution has to contain
The parts of a usable resolution
- The company's full legal name and state of incorporation, exactly as registered.
- Whether it was passed at a meeting or by written consent, and the date it took effect.
- For a meeting: that notice was given or waived, who attended, and that a quorum was present.
- Recitals setting out the background — the "whereas" clauses that make the resolution intelligible to someone reading it cold in five years.
- The operative "resolved" clauses, stating the decision precisely, with names, amounts and counterparties rather than descriptions.
- A general authority clause empowering named officers to sign the documents and do what is needed to give effect to it.
- Signatures of the directors, with the date each signed. For a consent, every director in office.
- Filing in the minute book alongside the minutes, so the record is one sequence rather than two.
The general authority clause is the one most often left out and most often needed. Without it, every ancillary document — the bank's own forms, a landlord's consent, an ancillary deed — arguably needs its own resolution.
Board resolution template
The full text free to read and copy — recitals, resolved clauses, general authority and signature block, in the form banks and registries expect.
The certified copy, and who asks for one
In practice most resolutions are written because somebody outside the company asked for one. A bank opening a business account wants evidence of who may operate it. A landlord wants to know the person signing the lease can bind the tenant. An insurer, a registry, a payment processor and an acquirer all want the same assurance.
What they usually want is a copy certified by the secretary as a true copy of a resolution duly adopted and still in force. That certificate is doing real work: it is the company stating, through an officer, that the decision was properly taken and has not been rescinded. Give the third party the certified extract covering the relevant resolutions rather than the whole minute book, which contains things they have no business reading.
Keeping the record in order is also the cheapest form of insurance for the liability shield. Missing records are one of the factors courts look at when deciding whether to disregard an entity — see piercing the corporate veil for what actually carries weight there.
LLCs do not have boards
An LLC has members and, if it is manager-managed, managers. There is no statutory board and generally no requirement to hold meetings — although if your operating agreement says there will be meetings, the LLC is bound by its own document, which is a distinction people miss.
The equivalent instrument is a written consent or resolution of the members or managers, and it is used for exactly the same reasons: banks want it, lenders want it, and material decisions are worth recording. What it needs is set by the operating agreement rather than by a corporation statute, which makes it more important that the agreement actually says who can decide what. Does your LLC need an operating agreement covers that gap, and what belongs in a shareholder agreement covers the corporate analogue.
A rule of thumb that holds up
If the decision would embarrass you to have taken without telling the other directors, resolve it. If it would surprise a bank, a buyer or a tax authority to learn that one person decided it alone, resolve it. And if you are only asking because a third party has demanded a document, ask them what they actually need approved and by whom — half the time the answer is narrower than the template you were about to fill in, and the other half it is broader.
Sources
General information, not legal advice. This guide explains how these documents and rules generally work. Law varies by jurisdiction and changes, and none of it is applied to your circumstances here. For anything consequential, consult a licensed attorney where you are.
Frequently asked
What is the difference between a board resolution and a written consent?
They record the same kind of decision by different routes. A resolution is passed at a meeting, where it carries on a majority of a quorum. A written consent is signed instead of meeting, and in Delaware and most states it must be signed by every director in office. Once signed it has the same effect as a resolution and is filed with the minutes.
Does a written consent of directors have to be unanimous?
For directors, yes in Delaware and in most states following the same pattern: section 141(f) requires all members of the board or committee to consent. Shareholder written consents are different and usually require only the proportion of votes that would have carried the resolution at a meeting. Check your own bylaws too, since they can restrict or prohibit action by consent entirely.
Do I need a board resolution to open a business bank account?
The statute rarely requires one; the bank almost always does. Banks want documentary evidence of who is authorised to open and operate the account, usually as a resolution certified by the company secretary. Expect to be asked for it alongside the formation documents, and expect the bank to have its own form it prefers you to use.
Can a single director sign a written consent alone?
Only if one director satisfies the quorum requirement in the bylaws. In Applied Energetics v. Farley the Delaware Court of Chancery held that a sole director's written consent was invalid because a single director did not constitute a quorum. The same problem arises whenever vacancies have reduced the board below quorum. Fill the seats or amend the bylaws before resolving.
What happens if we never wrote resolutions for anything?
Nothing immediately, and then several things at once. Missing records are a factor courts weigh when asked to disregard the entity and reach owners personally, and they are a standard finding in diligence on any sale or financing, where the usual remedy is a set of ratifying resolutions signed late. Ratification is possible but awkward. It is far cheaper to keep the record as you go.