Directors' resolutions across 41 jurisdictions

What this guide covers

A directors' resolution is the documentary form of a board decision. It can be passed at a meeting (with quorum, vote, and minutes), or in writing (signed by all directors entitled to vote on the matter). Every modern corporate statute permits both, but the procedural details differ enough that getting them wrong invalidates the decision.

The written resolution is the practical workhorse of private-corporation governance. Share issuances, officer appointments, dividend declarations, contract approvals, and bank signing authorities are almost always done by written resolution rather than a meeting. The legal weight is identical; the documentation burden is lower; the speed is faster. The only catch: every director entitled to vote must sign, and signatures must be properly captured and filed.

Free templates: we now offer statute-specific director resolution templates for every jurisdiction below — ready to fill in and free to download.

Choose your jurisdiction

Each guide covers the statutory authority, mechanics, conflict-of-interest rules, and recordkeeping requirements specific to that jurisdiction.