Is an electronic signature valid?

Yes, electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, provided intent, consent, attribution, and retention criteria are met. Confirm exceptions such as wills and certain court filings.

Who must sign the resolution?

Signatures required depend on the governing documents: typically the board chair or corporate secretary signs for board-adopted resolutions; shareholder-approved amendments require appropriate officer certification and possible shareholder attestations.

Do some amendments require shareholder approval?

Yes; amendments that change articles of incorporation, share structure, or fundamental corporate governance often require shareholder approval under the corporate charter or state law. Review governing documents and state statutes before proceeding.

Is notarization ever required?

Notarization is rarely mandated for board resolutions but may be required when attaching or filing documents that alter articles or deeds. Check state filing rules and any county recorder requirements prior to finalizing documents.

Can I use a template without attorney review?

Templates are useful for routine, low-risk amendments; for substantive governance changes or where regulatory impact is uncertain, obtain legal review to avoid procedural defects and unintended consequences.

How do I revoke an adopted amendment?

Revoke by adopting a subsequent resolution following the same approval process used for the original amendment; record the revocation in minutes and file or distribute any necessary notices.

Electronic Signature
Templates
Miscellaneous
Amendment Resolution Template

Amendment Resolution Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

AMENDMENT RESOLUTION

WHEREAS, Company Name: and Counterparty Name: previously entered into that certain agreement titled dated (the "Agreement");

WHEREAS, the parties desire to amend the Agreement to modify certain terms and obligations, specifically concerning , on the terms and conditions set forth in this Amendment Resolution;

NOW, THEREFORE, BE IT RESOLVED that the following amendment to the Agreement is approved and adopted effective as of the Effective Date set forth below.

1. Amendment

The Agreement is hereby amended as follows. The changes described in this section supplement, replace, or modify the corresponding provisions of the Agreement. The parties agree that all terms not expressly amended shall remain in full force and effect.

Describe Amendment

2. Scope of Work

The scope of services, deliverables, timelines and responsibilities to be performed or provided in connection with the amendment are set forth below.

Scope of Work

3. Payment Terms

Compensation for services or deliverables effected by this amendment shall be as follows.

Total Amount Payable Payment Schedule and Invoicing Late Payment Fee

Unless otherwise provided herein, invoices are due within the number of days specified in the Agreement. All payments are exclusive of applicable taxes; each party shall be responsible for its own taxes unless required by law to withhold.

4. Term and Termination

The term of this amendment and any modifications to the Agreement's term are set forth below.

Amendment Start Date: Amendment End Date:

Notice Period for Termination

Either party may terminate this Amendment for material breach if such breach remains uncured thirty (30) days following written notice. Termination of this Amendment will not affect accrued rights or liabilities and any provisions intended to survive termination shall so survive.

5. Confidentiality

Each party agrees to maintain in confidence any Confidential Information received in connection with the Agreement as amended, and to use such information solely for the purposes of performing its obligations under the Agreement.

Confidentiality Period

The obligations in this section do not apply to information which is or becomes publicly available without breach, or which the receiving party can demonstrate by written records was known prior to disclosure.

6. Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

7. Entire Agreement

Except as expressly amended hereby, the Agreement remains unmodified and in full force and effect. This Amendment and the Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings and agreements, whether written or oral.

8. Authorization and Certification

Each party represents and warrants that the person signing below is duly authorized to execute this Amendment on its behalf, and that upon execution this Amendment will be a valid and binding obligation of such party enforceable in accordance with its terms.

Authorized Officer Name Authorized Officer Title

Effective Date of Amendment:

Certification: I hereby certify that the foregoing resolution was duly adopted in accordance with the governing instruments and that the actions authorized herein are within the authority granted to the signer.

Certifying Officer Name Certifying Officer Title

Party A:

By:

Date:

Party B:

By:

Date:

What an Amendment Resolution Template Is

An Amendment Resolution Template is a formal corporate document used to record and authorize changes to an existing corporate instrument, such as bylaws, articles of incorporation, or previously adopted resolutions. The template captures the context for the change, the exact amended language or clause, the authority approving the amendment, and the effective date. It creates a clear corporate record for minutes and filings, helps ensure internal governance compliance, and provides a consistent format for adoption, signature, and retention by officers, directors, or shareholders tasked with approving corporate changes.

Why a Clear Amendment Resolution Matters

A precise Amendment Resolution Template ensures consistent recordkeeping, reduces ambiguity about the scope of changes, and helps satisfy legal and regulatory review. It supports good corporate governance and makes subsequent filings and audits straightforward.

Who Typically Prepares and Relies on This Template

The template helps these stakeholders follow consistent procedures, document approvals, and produce an auditable trail for regulators and auditors.

Board of Directors — Approve and adopt amendments during a properly noticed meeting or by written consent.
Corporate Secretary — Records the resolution in corporate minutes and maintains the official record.
Company Counsel — Reviews language for legal compliance and advises on filing or notice obligations.

Authorized Signers and Their Roles

Board Chair

The Board Chair will typically sign to attest the board's adoption of the amendment. Their signature confirms that requisite notice and quorum requirements were satisfied and that the board authorized the resolution in accordance with governing law and the corporate charter.

Corporate Counsel

Corporate counsel often signs or certifies the resolution to confirm legal sufficiency. Counsel's endorsement documents that the amended language complies with statutory requirements and that filing or disclosure obligations are understood and planned for by management.

Essential Elements to Include in a Professional Template

A complete Amendment Resolution Template groups recitals, the resolved amendment language, adoption mechanics, and signature lines so it can be executed, recorded, and referenced without ambiguity.

Resolution Header

Identify the corporation, resolution number, meeting date, and whether adoption was by meeting or unanimous written consent; this anchors the amendment to corporate records and minutes.

Recitals

Provide brief factual background explaining why the amendment is proposed, including references to the original document and any relevant prior resolutions or filings.

Amendment Text

State the exact language added, deleted, or revised. Use strike-through and underline or an explicit repealed/replaced clause to avoid interpretive disputes.

Authorization Clause

Specify who is authorized to take implementation steps—officers, the corporate secretary, or outside counsel—and any delegated authority limits.

Effective Date

Declare when the amendment becomes effective, whether immediately, on a specified date, or contingent on a filing or condition.

Signature Block

Provide lines for the required signatories, printed names, titles, dates, and any notary or witness blocks if jurisdictional rules require them.

Required Data Fields to Capture

Entity Name: Full legal

Resolution Number: Unique identifier

Effective Date: MM/DD/YYYY

Amendment Description: Clear summary

Authorized Signer: Name and title

Minutes Reference: Book and page

Step-by-Step: Complete an Amendment Resolution

Follow these actions in order to draft, approve, sign, and file an amendment resolution that will stand up to internal governance and external review.

01

Gather Documents: Collect charter, bylaws, and prior resolutions.
02

Draft Amendment: Insert exact revised language with clear deletions/insertions.
03

Obtain Approval: Secure board or shareholder vote per corporate rules.
04

Record & File: Sign, add to minutes, and file if required.

Customize and Complete the Template Online

Configure an online workflow to reduce manual steps: set fields, routing order, authentication, and storage location before sending for signature.

Field	Online Setting
Resolution Text Field	Editable multiline, rich-text enabled
Signature Blocks	Sequential routing, signer name required
Authentication	Email + optional SMS code
Storage	Save to corporate folder with audit trail

Where to Send or File the Adopted Resolution

After adoption, route the final signed resolution to internal and external destinations required by corporate policy and law.

Corporate Records: Official minutes and corporate minute book should include the signed resolution.
State Filing: File amended articles with Secretary of State if the amendment alters charter provisions.
Shareholders: Provide notice or copy to shareholders when required by statute or governing documents.
Legal Counsel: Deliver a certified copy to counsel to complete compliance steps.

Digital Signing and eSubmission Considerations

Choose settings that match legal needs: stronger signer ID for high-risk amendments and archival export for regulatory review.

Authentication: Email, SMS code, or advanced signer verification
File Formats: PDF and DOCX accepted
Integrations: Salesforce, NetSuite, Google Workspace

Typical Timelines and Processing Expectations

Key timing items depend on whether the amendment requires board vote, shareholder approval, or state filing; prepare timelines accordingly.

Notice Period:

Provide required director or shareholder notice in advance per bylaws.

Adoption Date:

Resolution date when vote or consent occurred.

Filing Window:

File amended charter within state-prescribed timeframe if required.

Record Retention:

Add signed resolution to minutes immediately after adoption.

Public Disclosure:

Disclose material amendments per securities rules if applicable.

Common Preparation Mistakes to Avoid

Failing to quote the exact prior language and show precise deletions or insertions, which creates ambiguity.
Missing required approvals or improperly documented written consents that render the amendment procedurally defective.
Using vague amendment descriptions instead of exact operative text, increasing risk of misinterpretation and future dispute.
Neglecting to check whether the amendment triggers filing obligations with the Secretary of State or securities regulators.

Potential Consequences of an Incorrect Amendment

Invalid Amendment: May be unenforceable

Corporate Liability: Risk to corporate veil

Regulatory Penalties: Filing rejections or fines

Contract Breach: May conflict with existing agreements

Tax Impact: Unintended tax consequences

Shareholder Disputes: Potential litigation

eSignature Pricing Comparison — signNow and Peers

Basic pricing and a few feature distinctions for common eSignature vendors. signNow appears first in the column order for comparison.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

FAQs About Using an Amendment Resolution Template

Answers to common questions about validity, signatures, filings, and procedural requirements when adopting an amendment resolution.

Need help? Contact support

Is an electronic signature valid?
Yes, electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, provided intent, consent, attribution, and retention criteria are met. Confirm exceptions such as wills and certain court filings.
Who must sign the resolution?
Signatures required depend on the governing documents: typically the board chair or corporate secretary signs for board-adopted resolutions; shareholder-approved amendments require appropriate officer certification and possible shareholder attestations.
Do some amendments require shareholder approval?
Yes; amendments that change articles of incorporation, share structure, or fundamental corporate governance often require shareholder approval under the corporate charter or state law. Review governing documents and state statutes before proceeding.
Is notarization ever required?
Notarization is rarely mandated for board resolutions but may be required when attaching or filing documents that alter articles or deeds. Check state filing rules and any county recorder requirements prior to finalizing documents.
Can I use a template without attorney review?
Templates are useful for routine, low-risk amendments; for substantive governance changes or where regulatory impact is uncertain, obtain legal review to avoid procedural defects and unintended consequences.
How do I revoke an adopted amendment?
Revoke by adopting a subsequent resolution following the same approval process used for the original amendment; record the revocation in minutes and file or distribute any necessary notices.

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