Write down the specific decision
A useful resolution explains one decision clearly enough that another reader can identify what was approved. Name the action, responsible person and relevant limits. Broad phrases such as “conduct all transactions” can obscure a much narrower intention. If the decision concerns a contract or proposal, identify the supporting document and retain it with the final record rather than relying on a vague summary.
Check who has authority
Review the operating agreement and applicable requirements before naming the approving person. A member, manager and officer can have different powers, and a signature does not automatically prove the signer was authorized. The general tool asks for the stated source of authority so it can be recorded, but it cannot verify that the answer is legally sufficient or that other people have given required consent.
Separate proposals from adopted decisions
A draft prepared before approval should remain a proposal until the required decision process has actually taken place. Do not use completed-sounding language to imply a vote or consent occurred when it did not. Record the real approval date and retain the relevant evidence. If the decision changes after review, update the draft before signature and preserve a clear final version.
Use a form suited to the transaction
An ordinary internal business decision is different from borrowing, guaranteeing a debt, admitting an investor or transferring assets. Significant transactions may require specialized wording and professional review. Our general resolution generator does not certify a quorum or satisfy every recipient’s requirements. A bank, counterparty or government body may require its own form or additional supporting documents.
Retain the action and its follow-through
Keep the approved resolution with signatures, exhibits and evidence of the authorized action. Assign responsibility for completing the action within the stated limits. If the terms change materially, revisit the approval rather than assuming the old wording covers the new arrangement. Good internal records show both what was authorized and how the company acted on that authorization.
Your action checklist
- Describe the exact action
- Identify the actual approving authority
- Confirm any other required consents
- Review limits before signing
- Retain the decision and supporting records
PUT THE GUIDE INTO PRACTICE
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Original practical guidance by Infinity Filer. General information, not individualized legal or tax advice. Confirm current authority and provider requirements for the particular application.