10 board resolution templates for every key decision

Document board decisions accurately, save time, and reduce legal risk with ready-to-use board resolution templates and expert guidance.

Get the free template pack

• A pack of professionally structured board resolution templates for different use cases
• Practical tips to draft compliant, ready-to-sign resolutions
• Insights into modern tools that automate templates and sharing with all board members

What you get inside

• Templates for ordinary, extraordinary, and unanimous resolutions
• Examples for common situations such as contracts, executive appointments, and new board members
• A checklist of mandatory elements: title, date, venue, signatures, and company seal
• Best practices for “whereas” and “resolved” clauses that keep resolutions clear and enforceable

What is a board resolution?

A board resolution (or corporate resolution) is a formal record of a decision taken by a company’s board of directors during a board meeting. It is often required to approve contracts, appoint or dismiss senior executives, admit new directors, and authorize major corporate actions such as mergers or liquidations.

Board resolutions act as legally binding documentation of board decisions and can be requested by regulators, banks, investors, or auditors as proof of proper governance.

Types of board resolutions

As a rule, the more important a decision is, the greater the percentage of approval required from the board of directors. Accordingly, corporate resolutions are generally divided into three categories:

1. Ordinary resolutions
2. Extraordinary (special) resolutions
3. Unanimous resolutions

Ordinary resolutions

These only require a simple majority for approval – most often over 50%. Thus a board composed of 10 directors would need six members to support an ordinary resolution for it to pass. The appointment or removal of executive directors or secretaries tends to be determined by ordinary resolutions.

Extraordinary resolutions

Extraordinary board resolutions (also called special resolutions) demand a higher majority — typically 75% in most countries, although that figure may be set differently in a company’s constitution or establishing contract.

Certain types of decisions, such as those regarding the dissolution of a corporation, are often required by law to be taken through extraordinary resolutions.

Unanimous board resolutions

As the name implies, these require 100% support in order to be approved. Because they give full veto power to any single member and are therefore harder to pass, they are more rare. Nonetheless, they may be required by business law or by company terms for major decisions (liquidations, mergers, etc.).

Why use board resolution templates (instead of starting from scratch)?

Well-designed templates help you:

• Ensure every resolution contains the required legal and governance elements
• Keep language consistent across meetings and decisions
• Reduce drafting time and avoid formatting errors
• Make it easier for directors to review, sign, and archive documents​

The white paper includes multiple fill‑in‑the‑blank templates so you can adapt them to your own jurisdiction and company policies.

Automating templates with board software 

A board management portal, which is a leading solution for a virtual board meeting, is also a useful template tool that has become increasingly popular for many reasons.  Notably, this software automates the creation of templates, with the appropriate template custom-generated at the end of a meeting. 

Board software is also key for streamlining the whole process of board meetings management in a slew of other ways. Among other things, it allows members to:

• Access and edit resolution drafts in a secure workspace
• Share schedules, agendas, and files in one place
• Assign tasks with deadlines and track completion
• Collect votes, run polls, and enable virtual or anonymous voting when needed

This automation reduces manual work, improves compliance, and creates an auditable trail of how decisions were made.

Sample board resolution best practices (from the white paper)

While resolution templates can vary across different cases and applications, there are a few guidelines to keep in mind when drafting a board resolution template, key among which are:

• Use clear, formal language and a concise, descriptive title
• Include date, venue (if relevant), and a unique reference number
• Structure the text into “whereas” (context) and “resolved” (decision and actions) clauses
• Ensure signatures from authorized board members and, if required, the company seal

Apart from the title and a final section with the authors’ names and signatures, the body of the resolution tends to be divided into two clauses – the “whereas” clause and the “resolved” clause.

• “whereas”: presents the rationale for the resolution. This can include a brief background of the issue at hand or a problem that needs to be addressed.
• “resolved”: indicates the board members’ decision and actions to be taken as a consequence.

Finally, it’s important to keep things clear and concise. Formal language matters, but keep jargon to a minimum and avoid unnecessary words. Remember: good board resolutions should be simple and get the point across while conforming to its general format requirements.

Drafting a board of directors resolution template can seem daunting, but you will quickly find this is a simple document with basic requirements. The white paper provides examples you can reuse and adapt, plus a short checklist you can follow before every board meeting.

FAQ

When is a board resolution required?

Whenever the board needs to formally approve a decision that has legal, financial, or strategic impact, such as entering major contracts, appointing officers, or approving corporate changes.

How to write a board resolution?

Start from a standard template that includes title, date, company name, “whereas” context, and “resolved” decisions, and then tailor the wording to the specific decision and applicable law.

How do you format a board resolution?

Resolutions are written in a formal language in accordance with Robert’s Rules of Order. If you are using a digital resolution template, the formatting is automated.

Is board resolution a legal document?

Yes, it is a formal legal record of board decisions and can be requested as evidence that the board properly approved an action.

What should a board resolution contain?

Date, company name, and resolution summary in formal language.