How to Write a Board Resolution

Correct writing of corporate documents, especially for the board of directors, is a kind of art. When drafting various types of documents – including those for the board of directors, the question may always arise: how to write a board resolution? And such a question may arise not only among beginners but also among experienced employees, since the requirements for the preparation of documents change quite frequently, especially in the era of digital technology. Find out from our article how not to get lost in the innovations and how to properly write a resolution for the board of directors.

Why do we need the resolution of the board of directors?

A board resolution is a type of corporate documentation, which is used as a record for solving a particular problem across an entire company. A resolution can be made by the full board of directors, or by individual board members, a shareholders’ meeting, or a nonprofit board of directors. It does not matter how the document is structured, how it should be drafted, or how it should be handled – what matters is the very existence of the problem and its importance for the life of the company.

In the background are also situations where the resolution of the board of directors can be used – there is no single standard that would clearly state when and under what circumstances the board of directors may pass a resolution on the issue to be resolved. But most often a resolution as a way of fixing an issue is used in the following cases:

  • Confirming a change in the composition of the board of directors;
  • Securing decisions made on matters discussed at a board meeting;
  • Resolving important issues in the life of the whole company – for example, in situations of its reorganization, sale of shares, and so on.

Simply put, a board of directors can use a resolution as a way to emphasize the importance of the issue to the life of the company, as well as the priority of their resolution.

Board resolution changes of directors: how to properly draft and a little more

 The board of directors can make resolutions on all issues, but statistically they are most often used for fixing personnel changes in the board of directors. When drafting it, you need to follow some guidelines that will help create the right template for the company to use:

  • At the top, include the number of the resolution and the date it was drafted;
  • Choose a clear and succinct title that will reflect the essence of the document;
  • Use simple and clear language, but without unnecessary familiarity and prose;
  • All important points are better to begin with a new paragraph and keep a clear numbering of paragraphs;
  • The final part of the resolution should indicate who participated in drafting the resolution, the process for voting on all items, and leave a space for each board member’s signature.

We remind you that you can also draft a resolution using electronic document tools such as virtual data rooms. We hope that our tips will help you create an effective template for a board resolution.