Which statement best describes a Corporate Resolution?

• A. Certification by the corporate secretary or other officer that the person signing is authorized
• B. When a corporation enters a contract outside the ordinary course of business the individual signing the contract must be authorized
• C. Demonstrates that the lessee has appropriately authorized the signers to validly bind the corporation to the lease
• D. Typically, used by lessors when they enter into a lease with a corporation

Answer: (A)

A corporate resolution is a written certification by the corporation that a specific person is authorized to sign on its behalf and bind the company to a contract or lease. The corporate secretary (or another authorized officer) signs to confirm that the named individual has the authority to act for the corporation. This document gives third parties, like landlords or lenders, assurance that the signer can legally bind the corporation, which helps prevent disputes about whether the contract is valid. The idea is about proving who has authority to bind the company, not about the contract itself being outside the ordinary course or being limited to leases handled by a particular party.