Businesses in their day to day process undergo many changes and make many decisions. The Corporate Resolution is a must have document to keep accurate records. Firstly the Corporate Resolution can be used as a record keeper of sorts. For example, this document can maintain a record of a corporation’s decision making as well as actions and even motions. It records what a business and its’ board of directors do. There can be elections to pass certain corporate policies, decisions and company actions, etc. All of these examples are part of the formal decision process that a company can go through.
This record is actually a straight forward type of document. The main reason for the Corporate Resolution is that it is a document which establishes that an entity resolved to undertake certain actions. Similarly this certificate is like the Certificate of Incumbency in that it is an internal corporate document.
As the corporation sets out to do business at some point an officer of the business will need to act on behalf of the entity. The Certified Corporate Resolution is a document that states that certain officers can act on behalf of the entity: It provides rights to particular officers.
One unique rule is that the person that certifies the corporate resolution cannot be the same person that authorizes the transaction request.
The Corporate Resolution document can record the working life of the corporation. There are internal resolutions that are ratified in meetings, be it annual or special or by unanimous consent in lieu of a meeting, of the managing body of the entity. An example of this can be the Board of Directors or the Shareholders. Minutes list all adopted and ratified resolutions in order and concludes stating the date and the fact that all listed resolutions are of the will and deed of the entity.
An example scenario
If, for example, the entity is registering products in a foreign country then the corporate resolution may list that (i) said entity has resolved to register the products in that country, (ii) that the Certificate of Incumbency with a particular list of powers will be given to Mr. or Ms. (respective officer listed here), (iii) that Power of Attorney will be given to Mr. or Ms. (respective officer listed here) in order to perform the registration in that foreign jurisdiction.
One of the most important aspects of working abroad or opening a branch or representative office is the documentation it takes to make a pleasant transition or start more business.
Remember that working abroad is different and getting documents organized can be difficult. Main factors that will be looked at, will be the specifics listed in your documents, order and consecutiveness of the powers and responsibilities and the proper preparation of all corporate documents. If the target country is recognizing the Hague Convention of 1961 which established a simplified documentation process that many countries use then Apostille is required. The only caveat is that your destination country must recognize this convention. Otherwise, if the country does not recognize this treaty then consular legalization will be used.