Resolutions: Overview, definition and example
What are resolutions?
Resolutions are formal decisions or actions adopted by an organization, board of directors, shareholders, or other governing bodies to address specific matters or approve certain actions. Resolutions are typically documented and recorded in meeting minutes or written statements to ensure legal enforceability and transparency. They may be passed at meetings through voting or, in some cases, by unanimous written consent.
Resolutions are commonly categorized as ordinary resolutions (requiring a simple majority) or special resolutions (requiring a higher threshold, such as a two-thirds majority). They are widely used in corporate governance, decision-making, and compliance processes.
Why are resolutions important?
Resolutions are important because they provide a formal and structured mechanism for making and documenting key decisions within an organization. For businesses, resolutions ensure compliance with legal and regulatory requirements, establish clear records of decision-making, and demonstrate proper governance.
They are particularly critical for major decisions, such as approving budgets, appointing executives, issuing shares, or authorizing mergers and acquisitions. Resolutions ensure accountability, prevent disputes, and provide evidence of approval if challenged or audited.
Understanding resolutions through an example
Example 1: Board of Directors
A company’s board of directors holds a meeting to approve the issuance of new shares to raise capital. The directors pass a resolution stating:
- “Resolved, that the Company is authorized to issue 10,000 shares of common stock at a price of $50 per share, subject to applicable laws and regulatory approvals.”
Example 2: Shareholder Meeting
Shareholders of a corporation are required to approve a proposed merger. They pass a special resolution, which states:
- “Resolved, that the proposed merger between [Company A] and [Company B], as outlined in the Merger Agreement dated [insert date], is hereby approved by the shareholders of the Company.”
An example of a resolutions clause
Here’s how a clause referring to resolutions might appear in an agreement:
“All resolutions passed by the Board of Directors or Shareholders pursuant to this Agreement shall be in compliance with applicable corporate governance laws and the Company’s bylaws. Resolutions must be documented in writing, signed by the authorized parties, and retained in the official records of the Company.”
Conclusion
Resolutions are essential tools for formalizing decisions within organizations, ensuring legal compliance, accountability, and transparency. By clearly documenting decisions, resolutions provide a solid foundation for governance and demonstrate adherence to corporate standards. Whether approving routine matters or significant transactions, resolutions play a critical role in maintaining order and structure in organizational decision-making.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.