Board resolution is a document include in a formal document that usually known as a corporate or company resolution. It has a function as a document for identifying the roles in every part of the corporate workers and combine with the board of meeting decisions and meeting result. It handle by the business owner and manage by the secretary or the chosen people to make sure the data is up-to-date.
It also can mean that a board resolution is a note to record the company decisions during and after the meeting that made by the directors. The clear explanation will be given below about board or corporate resolution of a business company.
Board Resolution
Board resolution or corporate resolution has an important function in a company. This formal documents identifies all of the roles in a company workers and officers, also their vote and decision about the concern in the company. This document is certified by the chairperson who appointed and signed by all the members of the meeting.
The most important part that include in a board resolution is the major decision of the company about the future action. It can include the business action in buying, selling, workers, salary, time, and all decision that is the result of a meeting in a business company.
The resolution that mention in the documents should be clear and signed by all the members of meeting and there is no anonymous between them to have approval. In a board of resolution there are parts that must have in the documents, there are:
The corporation’s name; the certain Date, the time, and the location of the meeting; The serial number of the documents and the tittle of the board; The certain opening for each paragraph using “whereas”; Unanimous approval statement about the resolution; The resolution inside is confirmation and adopted from the board meeting; The authorize statements for the officers to carry out; The printed names and sign from director; The printed names and sign from secretary; The parts for majority approval; and dates when the signature taken.
The data or requirements that should be include in a board of resolution can also found inside the certain templates that the company have. It can be different base on the company preferences and the function of the documents itself. There are for the corporate main resolutions or about the shareholder resolutions which also as the main problem that discussed inside the meeting to find the main result.
The directors of board has the responsible in making the decisions of overall corporate and didn’t involve by the company’s operations’ time. The structure written inside the board has the company’s hierarchy and respect by every unit in the business company. There are aspects that required to make sure the board passed are the quorum, the chairperson and casting vote. These requirements are the most important part in the decision making before the board of resolutions is making by the director.
Types of Board Resolution
Ordinary Resolutions
Ordinary resolutions is a board of resolutions that has passed by a simple majority. That simple majority make the board called the ordinary one. One of the characteristic of this board is when it can pass the majority just over 50% of the quorum, then the decision will be considered passed. It usually use in the election of the director, the appointment of auditor, declaration of dividend, the remuneration fixing, and alteration in the authorized capital.
Special Resolutions
Special resolutions or special category happen when the board need high majority as the requirements. Before hold the meeting there will be prior initiation to have the special resolution meeting or agenda. In this board, the company set up the majority at 75% or can be higher than it. The higher majority can define that the requirements or the specialty of the board is important than the ordinary one.
The example of agenda that need special resolutions are company’s registered office changed into other state, there are alterations in the memorandum about the object clause, alterations in the articles of association and the company’s share capital doing a reduction. It is the most common problem that need special resolutions as the place to get the higher majority in the company’s meeting.
Unanimous Resolutions
Unanimous Resolutions is uncommon board that use in a company but it happen when something urgent. This board of resolutions have requirement in 100% majority of the vote in the quorum. This requirements make the board is uncommon to have and difficult to convene in such meetings. One the example of the use unanimous resolution is when the company will shutting down in case of bankrupt or other reason. It need high majority because there are many people are has their life financial depend on the company.
Why Do You Make a Board Resolution?
There is no certain rules or a must thing to make a board or corporate resolution in a company. It can be the company wants or needs to maintain and manage their decisions, results or choice of their company’s action. It can also as a requirements in different company as a proof or data that should be include in the report. The main thing has inside the board resolutions about the company decision, rules and resolutions for their company next step and about the officers inside the corporation.
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Conclusion
In a company decision making isn’t easy thing and can be hold without any consideration. They need to hold a meeting to find the best decision for the company. After have the meeting to find the best solutions and decisions for the company, the director make a board resolutions to write down all the decisions that has been made. The board resolutions made based on the company needs and depend on the majority of each event. The form or templates for every board resolutions can be applied based on the company’s need. There is no certain rule that mention every company need to make a board resolutions.
