RIVEROS CORP NETWORK  |  Apostille de la Haya  ·  Notary Public Center  ·  Compliance Officers  ·  USJurisdiction

+1 (305) 647-3000  ·  WhatsAppEspañolEnglish

Message us
Business Services · Governance documents

Corporate resolutions and minutes

Opening an account, appointing an officer, authorizing a signer, approving a new partner. None of those decisions legally exists until it’s documented — and almost no small business documents them until someone asks.

  • Resolutions and minutes on standard Chapter 607 templates
  • Including actions taken without a meeting, signed remotely
  • Kept in the corporate record book, dated and signed
Message us on WhatsApp
Let’s start with the basics

What is a corporate resolution?

A corporate resolution is the document that records a specific decision of the company’s governing body: what was decided, who decided it, on what date and by what vote. Minutes are its close relative: they record the full course of a meeting, with every item discussed.

The bylaws and the Operating Agreement set the permanent rules. A resolution applies those rules to a specific case. Without it, the decision exists in the owners’ heads but nowhere a bank, a state agency or a court can read it.

What clients tell us

Where it really hurts

“The bank is asking for a corporate resolution”

A document signed by the governing body that authorizes opening the account and states exactly who can sign on it. No one ever prepared it.

“My partners are in three countries”

Getting everyone in the same room is impossible, and no one knows whether an agreement signed separately is valid.

“We’ve never kept minutes”

The company has been operating and making decisions for years, but the minute book is blank.

“Who can sign for the company?”

Vendors, landlords and banks ask in writing. Without a resolution, the answer can’t be documented.

“We need to document something from two years ago”

The decision was made and carried out, but nobody wrote it down. Now it’s needed for a due diligence review or an official filing.

“We signed a paper that says nothing”

Generic text downloaded from the internet, with no governing body identified, no effective date and no record of delivery.

Problem by problem

What we do about each one

  • “The bank is asking for a corporate resolution”
    We prepare the resolution in the format banks expect: the body taking the action, the transaction authorized, the authorized persons and the scope of their authority.
  • “My partners are in three countries”
    We use the §607.0821 route: a written consent signed by all directors and delivered to the corporation, with no meeting and no travel required.
  • “We’ve never kept minutes”
    We open the minute book and document the decisions that were actually made, starting with the ones you need now and working backward.
  • “Who can sign for the company?”
    An authorized signers resolution, with the limits you set, answers the question once and for all and works with any third party.
  • “We need to document something from two years ago”
    The action is documented with its real date, and the record states when it was put in writing. What can’t be done is date a document today as if it had been signed back then.
  • “We signed a paper that says nothing”
    We replace it with a text that identifies the governing body, effective date, votes and delivery — which is what turns a signed paper into a valid action.
The option almost nobody uses correctly

You can act without a meeting — with conditions

It’s the natural route when the owners live in different countries, and the law expressly provides for it. What usually goes wrong isn’t the idea; it’s meeting the requirements.

  • Board action without a meeting (§607.0821(1)): unless the articles or bylaws provide otherwise, it requires the written consent of all members of the board or committee, describing the action and delivered to the corporation. A majority is not enough.
  • When it takes effect (§607.0821(2)): when the last director signs and delivers their consent, unless the document sets a different date. That’s why recording delivery matters, not just the signature.
  • It can be revoked: a director may withdraw their consent in writing before all signatures are complete.
  • Shareholder action without a meeting (§607.0704(1)): also possible, through written, dated and signed consents that carry the required votes and are delivered to the corporation.
  • It must be kept on file (§607.1601(1)(e)): the corporation must keep both the minutes of its meetings and a record of all actions taken without a meeting.
Common cases

Resolutions we prepare

Opening a bank account

Authorizes the opening, identifies the bank and designates the signers and their limits. It’s the resolution we’re asked for most.

Appointing and removing officers

President, secretary, treasurer, directors and managers: appointment, removal and replacement, with an effective date.

Authority to sign contracts

Leases, vendor contracts, commercial agreements and powers limited to a specific transaction.

Owners joining or leaving

Admitting a new member, transferring membership interests or shares, and updating the ownership register.

Changes on file with the state

Changing the principal address, trade name or registered agent, with the resolution that supports the filing.

Approving financials and distributions

Approving financial statements, distributing profits and approving additional capital contributions from the owners.

No fine print

What we do and what we don’t

We document the decision your governing body has already made, on standard templates and in the form Chapter 607 requires. We don’t decide for you or advise you on what to approve: that is a legal judgment for a licensed attorney.

What we do

  • Draft the resolution or minutes on a standard template
  • Check that the form fits your bylaws or Operating Agreement
  • Set up the no-meeting route with the right signatures and delivery
  • Record the date, governing body, votes and effect
  • File the document in the corporate record book
  • Prepare certified copies for banks and third parties

What we don’t do

  • Advise you on what decision to make or what to approve
  • Draft the contract the resolution authorizes
  • Date a document as if it had been signed in the past
  • Document actions that were never taken
  • Give an opinion on the validity of an action that is already being challenged
  • Represent the company in a dispute between owners
How we work

The process, in four steps

01

You tell us what was decided

What decision was made, who took part and on what date. Also, who is asking for it, because that determines the format.

02

We check your rules

We review the bylaws or Operating Agreement: which body has authority, what majority is required and whether action without a meeting is allowed.

03

We send it ready to sign

We send you the finished resolution or minutes with signing instructions — and delivery instructions, the step almost everyone forgets.

04

We file it and prepare copies

The document goes into the corporate record book and, if needed, we prepare a certified copy for the bank or third party that requested it.

Frequently asked questions

What clients ask us most

It’s the document that records a specific decision of a company’s governing body: what was decided, who decided it, on what date and by what vote. It proves to third parties that the company formally approved something.
Minutes record the full course of a meeting, with every item discussed. A resolution documents a single decision, and it can be adopted at a meeting or in writing without one. In practice, banks ask for resolutions, and the corporate record book keeps both.
Yes. §607.0821(1) allows the board to act without a meeting if all of its members consent to the action in writing and the consent is delivered to the corporation, unless the articles or bylaws provide otherwise. §607.0704(1) provides the same for shareholders.
No. §607.0821(1) requires the action to be taken by all members of the board or committee. If one signature is missing, there is no action by that route: you would have to call a meeting.
Under §607.0821(2), when the last director signs their consent and delivers it to the corporation, unless the document itself sets a different date. That’s why we document delivery, not just the signature.
Yes, as long as the process isn’t complete. §607.0821(2) allows a director to revoke their consent in writing by delivering the revocation before all the signed consents have been collected.
Yes. §607.1601(1)(e) requires the corporation to keep the minutes of all shareholder, board and committee meetings, as well as a record of all actions taken without a meeting. It isn’t optional.
Yes, but with more requirements than for other records. §607.1602(1) excludes board minutes from direct access; §607.1602(2) and (3) allow access if the request is made in good faith, for a proper purpose described with particularity, and the records are directly connected with that purpose.
Yes, under different names. In an LLC, the members or managers make the decisions, and the Operating Agreement sets the form. The document serves the same purpose: putting in writing what was decided and who decided it.
The law doesn’t generally require it. Some banks and some processes do ask for a notarized signature or a secretary’s certificate, and in that case we prepare it in that format from the start.
An action that was actually taken can be documented, stating its real date and the date it was put in writing. What we don’t do is date a document today as if it had been signed two years ago.
It’s one of the fastest documents to prepare, because the content follows a set pattern. Once we know which body is acting and who the authorized signers will be, the draft is ready very quickly. We confirm the exact timeline in writing.

What decision do you need documented?

Tell us what was decided and who’s asking for it. That tells us what format you need and where to start.

Message us on WhatsApp

or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130

Keep exploring

Related services

Corporate secretary services

The ongoing service that keeps the corporate record book up to date.

Bylaws — the corporation’s governing rules

The permanent rules under which every action is adopted.

Operating Agreement

The equivalent governing document for an LLC.

US business bank account

The process that generates the most resolutions.

Back to Business Services