Certified Copy of Resolution

A Certified Copy of Resolution is a signed document confirming that an attached passage is a true and accurate copy of a resolution adopted by a corporation’s board of directors or shareholders. People most often use it to prove to a bank, lender, or third party that a specific corporate decision was officially authorized. You can download this Certified Copy of Resolution template for free in PDF and DOCX formats, with no signup required.

What Is a Certified Copy of Resolution?

A Certified Copy of Resolution is a formal attestation, usually signed by a corporate secretary or another authorized officer, verifying that the language quoted in the document matches the exact resolution passed at a meeting of the board of directors or shareholders. It does not create a new decision; instead, it documents and authenticates one that has already been made. Banks, government agencies, title companies, and business partners frequently request a certified copy before relying on a corporate action—such as opening an account, signing a loan, or appointing a signatory. The certification gives outside parties confidence that the resolution is genuine, was properly adopted, and reflects the official records of the company.

When Do You Need a Certified Copy of Resolution?

Outside parties often will not act on a corporate decision unless they receive proof that it was formally approved. Common situations include:

• Opening a bank account — banks typically require a certified resolution naming who is authorized to open accounts and sign on behalf of the company.
• Securing a loan or credit line — lenders want documented authorization that the corporation approved the borrowing and designated a signer.
• Buying, selling, or leasing real estate — title companies and counterparties request proof the transaction was authorized.
• Appointing officers or signatories — confirming who may legally bind the company in contracts.
• Entering major contracts or partnerships — vendors and partners may ask for evidence of board approval.
• Government filings or licensing — certain agencies require a certified copy to confirm authority to act.

What a Certified Copy of Resolution Should Have

For the certification to be trusted, the document needs several core elements working together. It must clearly name the corporation and identify the body that passed the resolution—whether the board of directors, the shareholders, or another authorized group. It should state the meeting date on which the resolution was adopted and the effective date of the resolution itself. The full, word-for-word text of the resolution must appear exactly as it was approved, with no paraphrasing or summarizing. Finally, the document needs a certification statement, the date of signing, and the printed name and signature of the officer attesting to its accuracy. Together, these elements let a third party rely on the document with confidence.

How to Fill Out a Certified Copy of Resolution

1. Identify the certifying body. In the opening line, specify whether the resolution was passed by the board of directors, the shareholders, or another authorized group.
2. Enter the corporation’s name. Use the full legal name exactly as it appears in your formation documents.
3. State the meeting date. Fill in the date the resolution was actually passed at the meeting.
4. Provide the effective date. Indicate when the resolution takes effect—often the same date as the meeting, but it can differ.
5. Paste the exact resolution text. Copy the newly adopted resolution word-for-word into the designated section. Do not edit, condense, or rephrase it.
6. Complete the signing date. Write the day, month, and year on which the certifying officer signs the document.
7. Add the name and signature. The authorized officer—commonly the corporate secretary—prints their name and signs to certify the copy is accurate.

Who Signs and Certifies the Copy

The certification typically comes from the corporate secretary, because that officer is responsible for maintaining the company’s official minute book and records. In smaller companies without a dedicated secretary, another officer or director authorized by the bylaws may sign. The person signing is personally attesting that they have compared the quoted text against the official records and that it is a true copy. For that reason, the signer should physically verify the resolution against the original minutes before signing, rather than relying on memory. Some recipients may also request the company seal if the corporation uses one, though many modern requests accept a signed certification alone.

Certified Copy vs. the Original Resolution

It helps to understand the difference between the resolution and a certified copy of it. The resolution is the actual decision—the motion that was proposed, voted on, and recorded in the meeting minutes. A Certified Copy of Resolution is a separate, standalone document that reproduces that decision and adds a sworn attestation of accuracy. You generally do not hand outside parties your entire minute book; instead, you give them this clean, focused document that quotes only the relevant resolution. This protects the privacy of other corporate matters discussed at the meeting while still giving the recipient the proof they need.

Common Mistakes to Avoid

• Paraphrasing the resolution — the text must be an exact copy, not a summary or rewording.
• Confusing the meeting date and effective date — these can differ, so enter each one accurately.
• Naming the wrong governing body — make sure you correctly state whether the board or shareholders adopted it.
• Having an unauthorized person sign — the signer should be an officer permitted by the bylaws to certify records.
• Using an informal or incorrect company name — always use the full legal entity name.
• Signing before verifying the records — certify only after comparing the text to the official minutes.

Frequently Asked Questions

What is a Certified Copy of Resolution used for? It is used to prove to a third party—such as a bank, lender, or government agency—that a corporation officially adopted a specific resolution. The document quotes the exact resolution and includes a signed attestation that the copy is accurate. This allows outside parties to act on the corporate decision with confidence.

Who can sign a Certified Copy of Resolution? Typically the corporate secretary signs it, because they maintain the company’s official records and minute book. If your company has no secretary, another officer or director authorized by the bylaws may certify the copy. The signer is attesting that the quoted text matches the official records.

Does a Certified Copy of Resolution need to be notarized? Notarization is not always required, but some banks, government offices, or counterparties may request it for added assurance. Check with the specific recipient about their requirements before submitting the document. When in doubt, having it notarized rarely causes problems.

Is a Certified Copy of Resolution legally binding? The certified copy does not create new legal obligations on its own; the underlying resolution carries the legal effect. The certified copy serves as authenticated evidence that the resolution was properly adopted. Its reliability depends on accurate text and a proper certification by an authorized officer.

How much does this template cost? This Certified Copy of Resolution template is completely free to download from Business Forms Pro in both PDF and DOCX formats. There is no signup, subscription, or payment required. You can edit the DOCX version to fit your corporation’s specific resolution.

What is the difference between this and meeting minutes? Meeting minutes record everything discussed and decided at a meeting, while a Certified Copy of Resolution focuses on a single approved resolution. The certified copy is a standalone document you can share with third parties without disclosing your entire minute book. It includes a formal attestation that the quoted resolution is accurate.

This Certified Copy of Resolution template is a general example provided for informational purposes only and is not legal, financial, or tax advice. Corporate requirements and certification procedures vary by jurisdiction and by the recipient requesting the document. Consult a qualified attorney or corporate professional to ensure your document meets applicable requirements.

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