Free template · 41 jurisdictions

Director resolution templates by jurisdiction

A director resolution authorizes a board-level decision in writing, share issuances, officer appointments, banking authorities, financial statement approvals, and every other corporate action the directors take outside a formal meeting. Each jurisdiction has its own statute governing what makes a written resolution valid. Below: a statute-specific template for each.

Why the template has to be jurisdiction-specific

A written director resolution is only effective if it complies with the statute that authorizes it. The CBCA permits resolutions in writing under s. 117; the OBCA under s. 129; the DGCL under § 141(f); the UK Companies Act 2006 under s. 288. Each statute sets its own rules about whether the resolution must be unanimous, whether it must be signed in counterparts, whether it must be filed with the minute book, and what content it must include to be effective. A generic template can drift from any of these requirements and become void.

The templates below cite the controlling statute, follow that statute's form requirements, and are ready to fill in for the specific corporate action you need to authorize.

Pick your jurisdiction of incorporation

Each template is statute-specific and free to download by email.

Canada

About this template

A director resolution (also called a board resolution or written consent of directors) documents a decision made by the corporation's board of directors. It can be passed at a meeting (recorded in the minutes) or by unanimous written consent without a meeting. Either way, the resolution is the legal evidence that the board authorized a specific corporate action: share issuance, officer appointment, material contract approval, dividend declaration, financing approval. Diligence counsel reads resolutions to trace authority for every material action.

When you need it

Issuing shares to a new investor, founder, or employee
Approving an option grant or option-pool top-up
Appointing or removing officers
Approving material contracts, leases, or commercial agreements
Approving a financing round, M&A transaction, or material sale of assets
Declaring a dividend or share repurchase
Adopting or amending the equity incentive plan

What it should cover

Recitals (the context for the decision)
Operative clauses ("BE IT RESOLVED THAT...") identifying the action being authorized
Reference to any documents being approved (subscription agreements, contracts, exhibits)
Identification of who is authorized to execute the action
Conflict-of-interest disclosures, where applicable
Signature block for all directors (written consent) or chair and secretary (meeting minutes)
Effective date (typically the signing date, but can be a future date)

FAQ

Common questions

Under most common-law corporation statutes, the board can act by unanimous written consent of all directors. Delaware permits written consent under § 141(f); CBCA under s. 117; UK Companies Act 2006 generally permits written resolutions under the Model Articles. Some bylaws or articles may restrict written consent for specific matters.

Specific enough to identify what's being authorized. "Authorize the issuance of shares" is too generic. "Authorize the issuance of 50,000 common shares to Jane Smith at $0.0001 per share, pursuant to the restricted-stock purchase agreement attached as Schedule A" is properly specific. Each material element should be identified.

Depends on jurisdiction. CBCA, OBCA, and UK Companies Act require unanimous consent. Delaware permits majority consent (§ 141(f)) if the articles or bylaws don't require unanimous. For closely-held corporations with cooperative directors, unanimous is rarely an obstacle; for corporations with disputed boards, the unanimous-consent requirement may force a meeting.

Generally no. Standard director resolutions are signed by directors without notarization. Some specific actions (filings that involve property transfer, for example) may require notarized signatures, but the resolution itself is a board internal document and isn't notarized.

No. The resolution's effective date should be the actual date of signing (or a forward-looking effective date specified in the resolution itself). Backdating a resolution to before its actual signing creates a documentation inconsistency that surfaces in diligence and may have legal consequences depending on the action authorized.

Ratifying resolutions are valid but visibly retroactive. The resolution is dated current (the actual signing date) and references the past action being ratified. Diligence counsel reads ratifying resolutions as a signal of imperfect contemporaneous governance; they're better than no resolution at all but worse than a resolution drafted at the time of the action.

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Director resolution templates by jurisdiction

Why the template has to be jurisdiction-specific

Pick your jurisdiction of incorporation

Canada (Federal / CBCA)

Alberta

British Columbia

Manitoba

New Brunswick

Newfoundland and Labrador

Nova Scotia

Ontario

Prince Edward Island

Quebec

Saskatchewan

Arizona

California

Colorado

Connecticut

Delaware

Florida

Georgia

Illinois

Indiana

Maryland

Massachusetts

Michigan

Minnesota

Missouri

Nevada

New Jersey

New York

North Carolina

Ohio

Oregon

Pennsylvania

South Carolina

Tennessee

Texas

Utah

Virginia

Washington

Wisconsin

Wyoming

United Kingdom

About this template

When you need it

What it should cover

Common questions

When can the board act by written consent instead of holding a meeting?

How specific does the resolution need to be?

Do all directors need to sign for written consent?

Does the resolution need to be notarized or witnessed?

Can a resolution be backdated?

What about ratifying resolutions for past actions?