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A Board Resolution is a formal decision made by company directors during a board meeting. It captures key business decisions like appointing new directors, approving major contracts, or changing bank signatories. Under the New Zealand Companies Act 1993, these resolutions carry legal weight and serve as official records of board decisions.

Directors can pass resolutions either during in-person meetings or through written resolutions signed by all board members. Once passed, the resolution becomes a binding company document that proves the board's authority and intent. Companies must keep these resolutions in their records for at least seven years, as required by NZ corporate governance rules.

Use a Board Resolution when your company needs to document significant decisions that require formal approval. Common triggers include opening new bank accounts, authorizing major purchases, changing registered office locations, or appointing new directors. NZ companies often need these resolutions when dealing with banks, government agencies, or business partners who require proof of the board's approval.

A resolution becomes essential for high-stakes decisions that affect company operations or finances. For example, taking out loans, entering major contracts, or changing company policies all need proper documentation through board resolutions. This protects your company by creating a clear record of who made decisions and when they were made.

• Corporate Resolution To Open Bank Account: Authorizes company representatives to establish new banking relationships and accounts
• Authorised Signatory Board Resolution: Designates specific individuals who can sign documents on behalf of the company
• Resolution To Appoint A Director: Formally documents the appointment of new board members
• Board Resolution Director Resignation: Records the formal acceptance of a director's departure
• Resolution To Add Signatory To Bank Account: Adds new authorized signers to existing bank accounts

• Board Directors: Review, discuss, and vote on resolutions during meetings, with their signatures required for formal approval
• Company Secretary: Prepares resolution drafts, maintains records, and ensures compliance with NZ Companies Act requirements
• Legal Counsel: Reviews complex resolutions and advises on legal implications, especially for major corporate decisions
• External Stakeholders: Banks, government agencies, and business partners who rely on board resolutions as proof of corporate authority
• Company Officers: Execute the decisions outlined in resolutions, such as opening bank accounts or signing contracts

• Company Details: Gather your NZBN, registered office address, and current director information from the Companies Register
• Meeting Information: Note the meeting date, location, and names of directors present
• Resolution Purpose: Clearly define what the board needs to approve and collect supporting documents
• Legal Requirements: Check your company constitution and NZ Companies Act for specific voting thresholds
• Signatures Setup: Prepare signature blocks for required directors and ensure meeting quorum rules are met
• Document Generation: Use our platform to create a legally-sound resolution that includes all mandatory elements

• Company Header: Full legal name, NZBN, and registered office address at the top
• Meeting Details: Date, time, location, and confirmation of quorum being met
• Resolution Title: Clear statement of the specific decision being made
• Background Context: Brief explanation of why the resolution is needed
• Decision Text: The exact wording of what the board has resolved to do
• Voting Results: Record of votes cast and confirmation of majority approval
• Signature Block: Space for required directors' signatures and dates
• Certification: Statement confirming the resolution complies with company constitution and Companies Act 1993

A Board Resolution differs significantly from Shareholder Resolution in several key ways, though both are formal company decisions. While board resolutions handle day-to-day management decisions, shareholder resolutions address fundamental company changes that affect ownership rights.

• Decision Authority: Board resolutions come from directors and cover operational matters like contracts or bank accounts. Shareholder resolutions require owner approval for major changes like altering the constitution or selling the company
• Legal Requirements: Board resolutions need only director approval and standard meeting quorum. Shareholder resolutions often require higher voting thresholds and formal notice periods under NZ law
• Implementation Speed: Board resolutions take effect immediately after passing. Shareholder resolutions may need Companies Office registration and have mandatory waiting periods
• Documentation: Board resolutions are recorded in company minutes. Shareholder resolutions require special forms and often need external filing