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Initial Corporate Resolution

While it may seem like a formality, the initial resolution is an important piece of starting a corporation. Put simply, the initial resolution shows how the corporation acts in between its formation and the adoption of its internal governing documents (your bylaws). In states where neither the directors or officers are listed on the articles of incorporation, the initial resolutions are needed to show who has authority to act for the corporation.

Initial Corporate Resolution

Free Initial Resolution Template

This template is free for individual use and may be used to record the initial actions of your new corporation. This form should be kept and maintained in the corporate records.

Prefer an initial resolution template for directors? Or just for officers? We can help with that as well with our other free initial resolution templates:

Why do I need initial resolutions?

Corporations are unable to act by themselves. Living and breathing humans are the only ones who can physically act for the corporation. When the directors and officers are not listed in the Articles of Incorporation, the initial resolutions are used to show which living human(s) can act on the corporation’s behalf.

In addition to authorizing directors and officers, initial resolutions also serve the important function of ratifying (approving) the actions and expenses of the incorporator who formed the corporation.

What should initial resolutions include?

  • The initial resolutions should cover all the essential items that are not covered by the articles of incorporation. For instance, the initial resolutions generally include:
  • The corporation’s name and filing number
  • The date and state of incorporation
  • Ratification of the actions of the incorporator
  • Statement that the Articles of Incorporation have been completed
  • The appointed directors and officers
  • Statement adopting the bylaws of the corporation
  • Any other statements of initial business (such as setting up a bank account or hiring a specific firm or service provider)
  • Date and signature of the incorporator

Does Northwest have any other corporate forms?

We do! We have templates for bylaws, Articles of Incorporation and more.

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