Resolution Vs. Motion in Corporate Minutes


Resolutions and motions are not the same thing, though they're often confused. A corporate resolution has been ratified by a board of directors as a formal policy statement. A motion could be used to introduce, ratify or table a resolution, but it could also be used to manage other business matters during a formal meeting.


A resolution is a formal expression of opinion that has been adopted by a vote of a board of directors and sets forth a new or revised corporate policy. A resolution is a written document that can be distributed to the board members either before a meeting or at a meeting for consideration.

A resolution is distinctive in its initial language. It must begin with the words "resolved that" and then go on to express the opinion, policy or action the resolution would formalize, if adopted. A resolution is considered under the rules of order to be an original main motion, which introduces a new topic, idea or subject before the board.


A motion is put forth orally, in most cases, during a formal meeting to introduce or take action on a proposal with the inherent request that it be considered during the meeting. A motion begins with the words "I move that" and then goes on to state the desired action requested. A motion is typically made to propose the adoption of, amendment to or tabling of a resolution or even another motion already introduced.

Resolutions and Minutes

A resolution is a written document that details an action or opinion adopted by a corporate board of directors. The minutes of a board meeting are another written document that describe all of the actions taken and any resolutions adopted by the board during a formal meeting. Where a resolution is specific to what has been resolved, minutes are typically a summary of a meeting that describe in general detail what occurred.


An adopted resolution states specifically and formally a policy, order or action that has an impact on others, such as the company's officers, employees, customers or competitors. Motions, beyond those used to introduce or request action on a resolution, are generally administrative and have little impact beyond the board of directors themselves.

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