Free director resolution template for Texas corporations
A statute-specific written-resolution template for Texas corporations. Cite-ready under TBOC, with fillable fields for the resolution title, recitals, the resolved clauses, and the signature block.
| Statute family | TBOC |
|---|---|
| Format | Editable Word and print-ready PDF |
| Includes | Title, recitals, resolved clauses, signature block |
| Use cases | Officer appointments, share issuances, banking, financial statements, dividends |
- Statute-specific recitals and resolved clauses under TBOC
- Fields for the corporation, the resolution title, the directors signing, and the effective date
- Companion minute-book filing instructions for Texas corporations
- Five example resolutions covering the most common board actions
- Free, no sign-up required to view the template; email signup unlocks the editable Word version
What’s in the template
The template is a single fillable document with the standard components of a Texas director resolution:
- Title block: Corporation name, jurisdiction, and the resolution’s subject (e.g., “Resolution of the directors of [Corporation] approving the issuance of common shares”).
- Recitals (whereas clauses): The factual background that supports the resolution. For a share issuance, this includes the consideration, the class of shares, and the purchaser.
- Resolved clauses: The operative language that authorizes the action. Each resolved clause begins “BE IT RESOLVED” and concludes with the specific action being approved.
- Signature block: Lines for each director’s signature, printed name, and date. For unanimous written consent (the standard TBOC written-resolution form), every director must sign.
Common resolution types this template covers
- Officer appointment, appointing a CEO, CFO, secretary, or other officer of the corporation.
- Share issuance, authorizing the issuance of shares to a named purchaser, with class, number, and consideration.
- Banking resolution, authorizing officers to open bank accounts, sign cheques, and execute borrowing on behalf of the corporation.
- Financial statement approval, approving annual financial statements for presentation to shareholders.
- Dividend declaration, declaring a dividend with the class, amount, record date, and payment date.
TBOC written resolution rules
How a Texas corporation's board passes resolutions, by meeting or under TBOC § 21.415, with interested-director rules under § 21.418.
For the full statutory framework, see the Texas directors’ resolutions guide.
We’ll send the editable Word version, a print-ready PDF, and the TBOC statute references so you can adapt the template for any board action.
Octelligence generates TBOC resolutions from the live corporate record, with the directors prefilled, the recitals tied to the underlying action, and signature collection built in. The resolution lands in the minute book automatically once signed.
See Digital Corporate RecordsOctelligence drafts jurisdiction-aware resolutions, collects signatures, and files them into the minute book.