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Signing a Corporate Resolution

Do all members of a corporation sign the corporate resolution, even though only one of them will sign in the account?


Generally speaking, a corporate resolution is signed by the clerk or secretary of the corporation, attesting to the fact that the board of directors of the corporation held a meeting and adopted the resolution being certified. The resolution may include the signatures of the individuals authorized by the resolution to act on behalf of the corporation, although those signatures are often included in a separate document. At minimum, the resolution names the individuals authorized to act either by name or by office. If the clerk or secretary is one of those authorized to act, the resolution is usually countersigned by another officer of the corporation. Corporate officers or board members who are not involved in the vote usually do not sign the resolution.

Published on BankingQuestions.com 1/14/09