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Resolution to Ratify Board of Directors Actions

Sample Corporate Resolution

Leaders in a company must be able to act with the board's official approval on major decisions. However, not every individual within a company has the authority to take on specific actions. Situations like these are referred as "apparent authority." An individual may look like they are acting on the behalf of the company, but they do not have the official authority yet.

The best way to resolve this issue is for these individuals to obtain the approval of the board with a corporate resolution to ratify actions. A meeting and vote may be taken to approve the actions of the individual within the company. These corporate resolutions of the board of directors ratifying the actions of officers are kept in corporate minutes.

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Sample Corporate Resolution to Ratify Board of Directors Actions
(Text Only Version)

COMPANY NAME

Resolution to Ratify Board of Directors Actions

WHEREAS, all actions by the Board of Directors from START DATE to END DATE have been duly presented to the shareholders at a shareholders' meeting duly called and assembled, be it:

RESOLVED, that the shareholders of the Corporation do hereby ratify and affirm all actions of the Board of Directors as presented to the shareholders.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of COMPANY NAME,a corporation duly formed pursuant to the laws of the state of YOUR STATE and that the foregoing is a true record of a resolution duly adopted at a meeting of the DIRECTORS/MEMBERS and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on MEETING DATE,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this DAY OF THE WEEK, CURRENT MONTH of CURRENT YEAR.

SECRETARY NAME, Secretary


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What kind of information do I need to create a resolution to ratify board of directors' actions?

The purpose of any corporate resolution is to document the actions the board of directors will take on behalf of a corporation. When you create a resolution to ratify the actions of the board of directors, you need to include the following information:

  1. Start and end date where all actions by the board of directors have been presented to the shareholders at the shareholders' meeting
  2. Corporate shareholders agree to affirm all actions of the board of directors
  3. The legal name of the corporation and state where the business is formed
  4. Information about the directors/members
  5. The date on which said meeting was held in accordance with state law
  6. The current day, month, and year when the agreement is signed
  7. Signature and date signed

This resolution must document the actions that are authorized to be taken by the business and should be stored along with your corporate records.

Frequently asked questions

A directors' resolution is an internal document for a corporation. It details decisions or actions made by the board of directors. The directors' resolution must be signed by all directors.

Yes, all directors must sign a directors' resolution. All matters discussed in the resolution must be agreed upon and authorized before holding a directors' meeting.

A board of directors' resolution is a simple document. It states that the resolution was passed at the meeting of the board of directors for your company, the meeting's date, and address of the meeting. The company has decided to authorize the resolution. All names and signatures of authorized signatory are included on the resolution.

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