Record company decisions formally
When a company’s board or shareholders make a significant decision — opening a bank account, approving a major contract, appointing an officer, delegating signing authority, or authorising a borrowing — that decision is recorded as a resolution. Banks, solicitors, counterparties, and Companies House frequently demand a certified resolution before they will act. This builder assembles a properly structured resolution from your inputs, without requiring a company secretary on retainer.
Ordinary vs. special resolutions
The type of resolution determines the majority required and what it can be used for:
| Type | Majority required | Common uses |
|---|---|---|
| Ordinary resolution | Simple majority (>50%) | Day-to-day decisions: banking authority, contracts, appointing officers |
| Special resolution | At least 75% | Changes to articles of association, name changes, voluntary winding up |
In the UK, under the Companies Act 2006, written ordinary resolutions require signatures from members holding more than 50% of voting rights; written special resolutions require at least 75%.
How it works
A formal resolution has three working parts, produced in order:
- Heading — names the company and identifies this as a directors’ or shareholders’ resolution, ordinary or special.
- Recitals — the “WHEREAS” clauses giving the background and reasons. They are not operative but help interpret the resolved clause and demonstrate that the decision was considered.
- Resolved clause — the operative “RESOLVED THAT…” statement recording exactly what is approved and who is authorised to act.
- Execution block — signature lines, the names and roles of signatories, and the effective date.
When banks and counterparties ask for a resolution
Banking resolutions are the most common use. A bank opening a new account or changing mandate details will ask for a certified copy of the board resolution authorising it. The resolved clause must be self-contained: name the bank, the type of account, and — critically — exactly who is authorised to sign and whether single or dual signatories are required. A typical clause reads: “RESOLVED THAT a current account be opened with [Bank Name], and that any two directors be authorised to sign on the account and to execute the bank’s mandate in the form submitted.”
Practical tips
- One resolution per decision. Bundling unrelated matters in one document can complicate execution (if one signatory objects to part of it) and makes the paperwork harder to audit later.
- Date it carefully. The resolution should be dated when it is signed, not backdated. Many third parties check the date against when the action was taken.
- Certify copies correctly. A certified copy is usually signed by a director or company secretary with a statement that it is a true copy of the original resolution. Some institutions have their own form.
This builder is a formatting aid only, not legal advice. Confirm the required majority and execution formalities against your company’s articles of association and the applicable company law.