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Resolution
Practical Law Glossary Item 7-382-3765 (Approx. 4 pages)
Glossary
Resolution
In the business entity context, the method by which a business entity approves a specified action, agreement, or determination. A resolution usually takes the form of a legal document voted on or consented to in writing by:
- The board of directors or stockholders, in the case of a corporation (commonly referred to as a Board Resolution and Stockholder Resolution, respectively).
- The members or managers, in the case of a limited liability company (commonly referred to as a Member Resolution and Manager Resolution, respectively).
- The partners or general partners, in the case of a partnership or limited partnership (commonly referred to as a Partner Resolution).
For example, a corporation's board of directors may adopt a resolution:
- Appointing officers or amending bylaws.
- Approving a merger of the company with another company.
- Approving an offering of debt securities.
- Authorizing an initial public offering of its securities.
For examples of resolutions used by corporations and limited liability companies, see: