A Florida corporate resolution is the written record of a decision made by your board of directors or your shareholders. You need one any time a bank, lender, landlord or other outside party wants proof that the corporation approved something. You also want them for your own records, because a file of signed resolutions is how you show the corporation is run as a separate entity.
Most small corporations first meet resolutions at the bank, when they’re asked for a “banking resolution” to open an account. After that, they come up more often than you’d expect.
When do you need a Florida corporate resolution?
The common triggers:
- Opening a bank account or changing who can sign on it
- Taking out a loan or line of credit, or pledging collateral
- Appointing or removing officers
- Signing a significant contract, lease or real estate deal
- Issuing stock
- Declaring dividends
- Amending the articles of incorporation, merging or dissolving
Each one leaves a paper trail that answers the question “who approved this?” If that question ever comes up in a dispute, an audit or a lawsuit, you want a signed document, not someone’s memory.
Should the board or the shareholders approve it?
It depends on the decision. Florida law and your bylaws spell out who approves what, but the general split is:
| Decision | Usually approved by |
|---|---|
| Opening bank accounts and naming signers | Board |
| Hiring or removing officers | Board |
| Contracts, loans and lines of credit | Board |
| Buying or selling assets | Board |
| Declaring dividends | Board |
| Setting corporate policies | Board |
| Amending the articles of incorporation | Shareholders |
| Mergers and acquisitions | Shareholders |
| Dissolving the corporation | Shareholders |
| Electing or removing directors | Shareholders |
| Some stock issuances that dilute existing owners | Shareholders |
The board runs the business. Shareholders weigh in on changes to the corporation’s structure and their own rights. When your bylaws aren’t clear on a decision, ask an attorney before you act.
What do third parties ask for?
Banks and credit unions want a resolution to open accounts, add or remove signers, set up loans and lines of credit, pledge accounts as collateral or apply for credit cards. A banking resolution names who can sign checks and move money, and it can set transaction limits or approval rules.
Lenders want it to show the corporation authorized the debt, who can sign the loan documents, what collateral is pledged and, if there is one, the personal guarantee. The board should note that it reviewed and approved the loan amount and terms.
Title companies and landlords ask for one before buying, selling or leasing property, confirming the deal was approved and who can sign.
Business partners in joint ventures or large contracts sometimes ask for one too. So do some government agencies, for licenses, permits, contract bids, tax registrations and grants.
Ask the other party exactly what they need in the resolution before you draft it. Banks in particular often have their own form, and using it from the start saves a round trip.
Which internal decisions should you document?
Officer appointments. Record the position, the person, their pay and terms, and the authority they’re given. It settles later arguments about who was allowed to do what.
Stock issuances. Record the number of shares, the class, the price, who’s receiving them, and that the issuance fits within your articles of incorporation. Ownership disputes usually come down to whether this paperwork exists.
Major contracts. For real estate, equipment leases or big vendor agreements, a resolution protects both sides by showing the deal was properly approved.
How do you write a corporate resolution?
Every resolution should include:
- The corporation’s full legal name
- A short title describing the action
- The date it was approved
- How it was approved (regular meeting, special meeting or written consent)
- A clear statement of what’s being authorized
- Who is getting the authority, and exactly what authority
- Signatures of the secretary, the presiding officer or both
- A statement that the resolution was duly adopted
The traditional format uses “WHEREAS” clauses for background, then “NOW, THEREFORE, BE IT RESOLVED” for the action, and “RESOLVED FURTHER” for any added provisions. Here’s a sample banking resolution using made-up names:
ACME CORPORATION, INC. BOARD OF DIRECTORS RESOLUTION: BANKING AUTHORITY. Date: June 11, 2026
WHEREAS, ACME Corporation, Inc. (the “Corporation”) desires to open a bank account with First National Bank; and WHEREAS, the Corporation requires authorized signatories for said account;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation is authorized to open a checking account with First National Bank;
RESOLVED FURTHER, that John Smith, President, and Jane Doe, Treasurer, are authorized to sign checks, make deposits, withdraw funds, and conduct all banking transactions on behalf of the Corporation;
RESOLVED FURTHER, that First National Bank may rely on this resolution until written notice of its revocation is provided to the bank;
RESOLVED FURTHER, that the officers of the Corporation are authorized to complete all documents necessary to open and maintain said account.
The foregoing resolution was duly adopted by the Board of Directors of ACME Corporation, Inc. on June 11, 2026. Signed: Jane Doe, Secretary; John Smith, President.
Don’t reuse one generic resolution for everything. Write each one for the specific action, or a bank or title company may send it back.
Do you need a meeting to pass one?
No. You can pass a resolution at a formal board or shareholder meeting, with notice, a quorum, a vote and an entry in the minutes. Or you can skip the meeting and use written consent.
For the board, Florida Statute 607.0821 allows action by written consent if every director signs. For shareholders, Florida Statute 607.0704 allows action by written consent of the required percentage of shareholders. A written consent should contain everything a regular resolution does, plus the signatures, the signing dates and a statement that the action is taken without a meeting under Florida law. It has the same legal effect as a vote at a meeting.
We’d use written consent for most decisions in a small corporation. It’s faster, and when the owners already agree there’s nothing to gain from a formal meeting.
Where should you keep resolutions?
In the corporation’s minute book, alongside the articles of incorporation, bylaws, stock certificates and stock ledger, meeting minutes and written consents. Keep the minute book at the corporation’s principal office in Florida or another location named in the bylaws.
Keep resolutions permanently. They can come up years later in an IRS audit, a lawsuit, a sale of the business or a question about who owned what.
Florida lets you keep records electronically. If you do, use secure backups and access controls, and make sure you can print paper copies when someone asks. Plenty of corporations keep both.
Frequently asked questions
Does a one-person corporation need resolutions?
Yes. If you’re the only shareholder, director and officer, resolutions are a big part of the evidence that you treat the corporation as separate from yourself. That’s what protects you from personal liability.
Who signs a corporate resolution?
Usually the corporate secretary, who certifies that it was adopted. The president or chair often signs too. Whoever signs has to be an authorized officer.
How often should we pass resolutions?
Whenever you make a significant decision or an outside party asks for one. At minimum, hold an annual meeting and record routine items like officer appointments and the year’s major decisions. Florida law doesn’t require annual resolutions, but many bylaws require annual meetings.
What happens if we don’t keep resolutions?
You risk piercing of the corporate veil, which can make shareholders personally liable. You can also run into trouble getting financing, during IRS audits and when selling the business, and you invite disputes over who had authority to do what.
Can a resolution be changed or revoked?
Yes. Pass a new resolution that names the earlier one and states what’s changing, or that it’s revoked.
Are electronic signatures valid?
Yes. Florida’s Electronic Signature Act recognizes them. Some banks and title companies still want ink signatures, so check first.
What’s the difference between minutes and a resolution?
Minutes record the whole meeting: who attended, what was discussed and what was voted on. A resolution records one specific decision. Resolutions are usually included in or attached to the minutes.
Can I write resolutions myself?
For routine matters like bank accounts and officer appointments, yes, using the format above. For large financial commitments or anything with real legal risk, have a Florida business attorney draft or review it.
Start with the one you need now
If you’re opening a business bank account this month, ask the bank for its resolution form first and adopt it by written consent. Then start a minute book with that consent as the first entry. Every resolution after that has an obvious place to go.