Board Resolution Template

What is a Board Resolution (General)?

A board resolution records a decision the directors have taken and creates the authority that flows from it. Most are routine — approving a contract, appointing a signatory, adopting a policy, calling a general meeting — and most problems come from the same place: the resolution records what the board thought rather than what it decided, so nobody can later tell what was actually authorised or who may act on it.

Every body with a board passes them: private and public companies, subsidiaries acting on group instruction, one-person companies where the sole director records decisions in the same form, and, under their own statutes, cooperative societies, not-for-profit companies, charities and associations with a managing committee. The audience is often external. Auditors sample resolutions to check that transactions were authorised, lenders read them before releasing funds, and buyers read years of them during due diligence and price the gaps they find.

The dividing line between what the directors may decide alone and what the members must approve is set by your companies legislation and your constitution, and it moves between jurisdictions. India lists powers exercisable only at a board meeting and others needing member approval above stated limits; the UK requires shareholder approval for substantial property transactions with directors, loans to directors and long service contracts; the United States allocates powers through state law and the bylaws; Australia mixes the Corporations Act with the constitution. Check the interested-director rules too — declaration, abstention, and whether that director still counts in the quorum.

A board resolution cannot do what only the members can do. Altering the constitution, changing the name, reducing capital and removing a director generally sit with the shareholders, and a board resolution attempting them is ineffective. It does not amend a contract by itself, since the amendment still has to be signed by both parties. It is not a filing. And it does not backdate authority: work done before the resolution is unauthorised unless the resolution expressly ratifies it and your rules allow ratification.

What to put in a Board Resolution (General)

These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.

How to write a Board Resolution (General)

1. Confirm the board can decide this

   Check the constitution and the statute for any threshold that pushes the decision to the members: a borrowing limit, a related-party test, a value cap on disposals. Getting this wrong is not a paperwork problem — the transaction can be voidable and the directors personally exposed. Where the answer sits close to a limit, take the members resolution as well; belt and braces costs one meeting.

2. Open with a recital, not a preamble

   One or two sentences of context a stranger reading the extract in two years can follow: the board considered the proposal from the named supplier dated as stated, together with the quotation and the finance note placed before the meeting. Recitals are where you record what was actually in front of the directors, which is the evidence that the decision was an informed one.

3. Write one operative clause per decision

   RESOLVED THAT, then the decision, in the present tense, with names, figures, currency and dates spelled out. Do not bundle. Approving a lease, appointing a signatory and adopting a policy in a single clause means nobody can later show which of the three the board voted for, and a registrar or bank needing only one of them cannot use the extract.

4. Add the authorisation and delegation clause

   Follow with a further resolved clause naming who may sign, file, negotiate within stated limits and do whatever is incidental to giving effect to the decision. Name individuals with their designations. This is the clause that turns a decision into something a person can act on, and its absence is the most frequent reason an otherwise correct resolution has to be passed again.

5. Record the vote and any interest

   Note who was present, that a quorum was present throughout, whether the resolution was passed unanimously or by majority, and any director who declared an interest, abstained and withdrew. Where your rules require the interested director to be excluded from the quorum, record that the remaining directors still formed one. These are the lines an auditor tests.

Common mistakes

• Bundling several decisions into one clause, so no extract can be issued for a single item and nobody can show what was separately approved.
• Omitting the clause naming who may sign and file, which leaves an approved decision that no one has authority to execute.
• Passing at board level something the constitution reserves to the members, which can make the underlying transaction voidable.
• Backdating a resolution to cover work already done, which shows up against bank and email records and turns a procedural gap into a credibility problem.
• Failing to record an interested director's declaration and abstention, leaving the decision open to challenge and the director personally exposed.

Frequently asked questions

This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.

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