Corporate Resolution

No, they are not. The articles of incorporation are filed with the state during the company formation to establish a corporation. Corporate resolutions only come into play after the articles of incorporation have been approved and the corporation is established.

By law, limited liability companies make use of formal resolutions known as LLC Resolutions or LLC Corporate Resolutions. These resolutions work in almost the same way except they are approved by the managing members of an LLC.

As far as most people are concerned, C corporations are full-fledged corporations as is the case with all major companies in the US, while S corporations are what sole proprietors and LLC owners use to transition to the corporate arena. The advantage is that an S Corp does not pay taxes and its income is considered the owner or owners’ personal income. This in effect avoids possible double taxation.

To cut to the chase, it means that you could potentially your limited liability protection. If a claimant could not get the corporation to fully pay damages, they could go after your personal assets, if it has not been adequately established that the corporation is a separate entity.

For one, IRS auditors could ask a corporation to submit the full record of all Corporate Resolutions. Another common occasion is to demonstrate proper authorization so that a bank could go ahead and open or close an account for the corporation.