Resolution (law)

A resolution, also called a resolve, is a formal motion, typically in writing, that has been adopted by a deliberative body, such as a corporation's board of directors or a house of a legislature. In the corporate context, written resolutions are particularly important for authorizing significant transactions like the purchase or sale of real estate. When such a resolution is certified by the corporation’s secretary, it provides assurance to the other party that the action was properly approved. Other common corporate uses include resolutions to open bank accounts or to authorize the issuance of shares.

In legislative bodies, the term “resolution” generally refers to a motion that has been approved. In the United States, a resolution is a written proposal, whereas a motion is made verbally. Many resolutions adopted by a legislature are non-binding, meaning they do not carry the force of law.

These are often used to express the body’s approval or disapproval of matters outside its direct jurisdiction, such as a resolution supporting troops in battle, which provides moral support without legal weight. However, legislatures also use resolutions to exercise binding powers that are not lawmaking functions. For example, the United States Congress declares war or proposes constitutional amendments through a joint resolution. A single house may also use a resolution for its specific powers, such as the British House of Commons electing its Speaker or the U.S. House of Representatives impeaching a government officer.

Resolutions are frequently preceded by “Whereas…” clauses that state the reasons or justifications for the action. They can be categorized as substantive, dealing with essential legal principles, or procedural, concerning the methods of making and administering those principles. Notable historical examples include the Gulf of Tonkin Resolution, the Kentucky and Virginia Resolutions, and various United Nations General Assembly and Security Council resolutions.