Introduction

For fast-growing startups, the early days of informal approvals and Slack-based decision-making eventually give way to the formality required by investors, regulators, and acquirers. One of the most overlooked aspects of corporate governance is understanding when a board resolution is legally required—and when it's just best practice.

At Zecca Ross Law, we routinely advise founders and executives on how to stay compliant without slowing down the pace of innovation. If you’ve recently raised a round, formed a board, or started preparing for due diligence, here’s a cheat sheet to help you determine what requires a board resolution.

1. Equity Grants and Stock Option Plans

Any issuance of shares, options, or warrants must be authorized by your board. This includes:

  • Adopting or amending an equity incentive plan
  • Approving individual grants to employees, advisors, or investors
  • Creating any convertible securities (e.g., SAFEs, convertible notes)

Why it matters: Improperly authorized grants can lead to cap table disputes, 409A valuation issues, and regulatory penalties.

2. Major Financings and Fundraises

You’ll need board resolutions to approve:

  • Pricing and terms of equity rounds (Seed, Series A, etc.)
  • Authorizing new classes of shares
  • Convertible note or SAFE rounds

Why it matters: Investors often request signed resolutions before wiring funds. Missing or defective resolutions can delay or derail closings.

3. Hiring or Firing Key Executives

Bringing on a CEO, CFO, or other C-suite hire—or removing one—requires formal board action.

Why it matters: Employment contracts tied to equity or long-term commitments typically require board authorization. The same goes for terminations that might expose the company to severance or litigation risk.

4. Entering or Exiting Material Contracts

Board approval is often needed for:

  • Real estate leases
  • Large vendor agreements
  • Strategic partnerships or licensing deals
  • Selling a material portion of company assets

Why it matters: Investors will want to see proper governance around material obligations and liabilities.

5. Mergers, Acquisitions, and Restructurings

Whether you’re buying another company, being acquired, or spinning out an internal team, these all require detailed board authorization.

Why it matters: M&A transactions without clear board authority can trigger lawsuits from dissenting shareholders or other stakeholders.

6. Amendments to Bylaws, Articles, or Operating Agreements

This includes:

  • Changing the company’s name
  • Moving jurisdictions
  • Switching from an LLC to a C-Corp (or vice versa)

Why it matters: These changes can affect shareholder rights, tax treatment, and compliance requirements.

7. Opening Bank Accounts or Authorizing Signatories

Banks often require a certified board resolution to open accounts or add/remove authorized signers.

Why it matters: Lenders and investors expect clear authority around who controls company funds.

Pro Tip: Document First, Digitize Second

At Zecca Ross Law, we recommend keeping signed PDF or hard copy versions of all board resolutions—even if your board uses a digital tool like Diligent, Boardable, or email-based voting. In diligence, nothing replaces having clean, timestamped approvals.

Need a Resolution Template?

Our Startup GC Toolkit includes editable board resolution templates for equity approvals, financings, officer appointments, and more. Contact our team to access the toolkit or schedule a governance audit.

Final Thought

As your company grows, the legal stakes get higher. What feels like a small decision today—a quick hire, a verbal grant, or a handshake deal—can later become a point of contention in an acquisition, audit, or legal dispute. Board resolutions aren’t red tape; they’re the paper trail that protects your leadership.

Need help drafting or cleaning up your board governance docs?

Zecca Ross Law helps scaling companies stay investor-ready, every step of the way.