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Free Board Resolution Template
A board resolution records a decision made by a company's board of directors — opening a bank account, appointing an officer, approving a contract, or authorizing any other action that needs formal board approval. Most routine resolutions are passed by unanimous written consent instead of a live meeting: every director reads and signs the same document, and it takes effect the moment the last signature is in.
It's the kind of document small companies and startups sign more often than they'd expect, every time the board acts outside a formal meeting — and it doesn't need a governance platform built for a company with a full-time corporate secretary. A signed PDF, and a record of who signed it, is the actual legal requirement.
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Example: Unanimous Written Consent of the Board of Directors
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [Company Name] The undersigned, being all of the directors of [Company Name], a [State/Jurisdiction] corporation (the "Company"), acting by unanimous written consent in lieu of a meeting as permitted under the Company's bylaws and applicable law, hereby adopt the following resolutions: RESOLVED, that [description of the action being approved — e.g. "the Company is authorized to open a business bank account with [Bank Name], and [Officer Name] is authorized to execute all documents necessary to open and operate the account"]. FURTHER RESOLVED, that the officers of the Company are authorized to take any further action necessary or appropriate to carry out the intent of the foregoing resolution. This Consent may be signed in counterparts, each of which is deemed an original, and is effective as of the date the last director signs below. SIGNATURES Director Signature: _______________________ Print Name: [Director 1 Name] Date: _______________________ Director Signature: _______________________ Print Name: [Director 2 Name] Date: _______________________ [Add one additional signature block per director]
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Start for free →Frequently asked questions
Is a unanimous written consent the same as holding a board meeting?
Legally, yes for most standard corporate actions — most corporate statutes and standard bylaws let directors act by unanimous written consent instead of a live meeting, as long as every director signs. It takes effect once the last signature is in, with the same legal weight as a resolution passed at a meeting.
Do all directors need to sign, or just a majority?
Written consent almost always requires unanimity — that's what distinguishes it from a meeting, where a quorum and majority vote can be enough. Check your own bylaws; the default assumption in this template is unanimous.
Can I use this for any board decision?
For routine, everyday actions — opening a bank account, appointing an officer, approving a standard contract — this format is normally sufficient. For a major decision, like a merger, a new equity issuance, or an amendment to the articles of incorporation, have a lawyer confirm the specific requirements for that action in your jurisdiction.
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