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Audit Committee Resolution Form

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AUDIT COMMITTEE RESOLUTION

This Audit Committee Resolution (the "Resolution") is adopted as of Date: by and between Company Name: and Audit Committee Name: . The Audit Committee is a duly constituted committee of the Board of Directors of the Company and has the authority set forth in this Resolution.

RECITALS

WHEREAS, the Board has determined that it is necessary and advisable for the Audit Committee to review and approve the engagement of independent auditors and to take such other actions as required to fulfill the Committee's oversight responsibilities with respect to the Company's consolidated financial statements and internal controls;

WHEREAS, management has proposed the engagement of an independent registered public accounting firm to audit the Company's financial statements for the period ending Fiscal Period: , and has provided an engagement letter and proposed scope and fees to the Audit Committee for review; and

WHEREAS, the Audit Committee has reviewed the proposed engagement, the auditor's qualifications, independence considerations, the proposed scope of work, and the estimated fees and has concluded that the engagement is in the best interests of the Company and its shareholders.

NOW, THEREFORE, BE IT RESOLVED, that the Audit Committee hereby adopts the following resolutions:

RESOLUTIONS

1. Engagement of Independent Auditor. The Audit Committee hereby approves the engagement of Auditor Name: to serve as the independent registered public accounting firm for the Company's audit of the financial statements for the fiscal period identified above. The Committee finds that the auditor is independent and qualified to perform the engagement in accordance with applicable professional standards.

2. Approval of Engagement Letter. The Audit Committee approves the form and terms of the proposed engagement letter presented by the auditor and authorizes the Committee Chair or other authorized representative to finalize, execute and deliver the engagement letter on behalf of the Audit Committee, subject to any non-material changes agreed with management. The authorized representative shall have authority to agree to customary engagement terms, including limitations of liability and indemnification provisions, so long as such terms do not materially impair independence.

3. Scope and Fees. The Audit Committee approves the proposed scope of audit services and the estimated audit fees of for the fiscal period, subject to adjustment for reasonable, documented additional services. Non-audit services to be performed by the auditor must be pre-approved by the Audit Committee in accordance with applicable independence rules.

Authorize Committee Chair to execute engagement letter and related documents on behalf of the Committee.

Authorize Committee Chair to negotiate and approve non-material changes to engagement terms.

Authorize retention of outside legal or accounting advisors as necessary to assist the Committee in fulfilling its oversight duties, with fees to be paid by the Company.

4. Access and Cooperation. Management is directed to provide the auditor with full access to the Company's personnel, books, records, facilities and any other information reasonably requested in connection with the audit. Management shall notify the Audit Committee in a timely manner of any significant disagreements or unresolved issues with the auditor.

5. Reporting to the Board. The Audit Committee shall report to the Board of Directors at the next regularly scheduled Board meeting regarding the actions taken under this Resolution, including the selection of the auditor, the scope of services, fees and any material independence issues.

NOTICES

MISCELLANEOUS

Amendments. This Resolution may be amended or superseded only by a subsequent resolution of the Audit Committee duly adopted at a meeting at which a quorum is present or by unanimous written consent of the members of the Committee.

Waiver. No waiver of any term or provision of this Resolution shall be effective unless evidenced by a writing signed by the party against whom enforcement is sought. No failure or delay by the Committee in exercising any right shall operate as a waiver.

Counterparts. This Resolution may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be valid and binding.

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State/Province of without regard to conflict of laws principles.

Entire Agreement. This Resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating thereto.

Severability. If any provision of this Resolution is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to give effect to the parties' intentions.

Certification. The undersigned certify that they are authorized to execute this Resolution on behalf of the respective parties and that this Resolution has been duly adopted by the Audit Committee and shall be recorded in the minutes of the Committee.

IN WITNESS WHEREOF, the parties have executed this Resolution as of the date first written above.

Audit Committee / Committee Representative

Printed Name:

Signature:

Date:

Company / Corporate Representative

Printed Name:

Signature:

Date:

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What the Audit Committee Resolution Form Is and When It’s Used

An Audit Committee Resolution Form is a formal written action documenting decisions made or powers delegated by a board audit committee. Typical items covered include appointment or ratification of external auditors, approval of audit engagement terms, delegation of authority for signing audit-related documents, adoption of audit policies, and direction to management for remedial actions. Organizations use the resolution to create an auditable corporate record that supports internal controls, meets regulatory expectations for governance, and provides a clear chain of authority for financial oversight and external reporting.

Why a Clear Resolution Matters for Governance and Compliance

A concise resolution clarifies who may act on the committee’s behalf, creates an administrative trail for auditors and regulators, and reduces ambiguity during financial reviews. It supports internal control documentation, helps satisfy governance reviewers, and preserves evidence of due diligence for potential external inquiries or audits.

Why a Clear Resolution Matters for Governance and Compliance

Who Typically Prepares and Signs This Resolution

After committee approval, the resolution is entered into corporate records, distributed to auditors, and retained per record retention policy.

  • Public company audit committees responsible for SEC reporting and external audits, ensuring documented approvals and delegation.
  • Private company boards and audit committees seeking formal delegation for third‑party auditor engagement or internal control changes.
  • Nonprofit boards and finance committees using resolutions to document auditor selection, grant audit acceptance, or financial oversight.

Step-by-Step: Completing and Recording the Resolution

Follow these steps in order to prepare, approve, and file the audit committee resolution cleanly and consistently.

  • 01
    Draft: Prepare language that specifies authority, limits, and effective date.
  • 02
    Review: Circulate to counsel and the committee chair for comments.
  • 03
    Vote: Hold the committee meeting or unanimous written consent to approve.
  • 04
    File: Record signed resolution in the corporate minute book and digital archive.

Configuring a Digital Workflow for the Resolution

Set up fields and routing for efficient electronic completion and auditability.

Field Configuration
Signature Block Require name, title, signature, and date fields for each signer.
Approver Order Route to counsel, then committee chair, then corporate secretary.
Authentication Use email link plus optional SMS code or organization SSO for signer verification.
Archive Location Auto-save final PDF to secure corporate folder with audit trail metadata.

Where to File, Send, and Store the Final Resolution

The signed resolution should be distributed to key internal and external parties and retained where records are centrally managed.

  • Corporate Minutes: Place original signed copy in the company minute book.
  • Digital Archive: Store a PDF with audit trail in the secure document repository.
  • External Auditors: Provide a copy to the external audit firm for engagement files.
  • Regulators / Reporting: Retain evidence for SEC or other regulatory reviews if applicable.

Technology and Format Considerations for eSubmission

Ensure the chosen workflow preserves a tamper-evident record and stores metadata (timestamps, IP, signer identity) alongside the signed file.

  • File Formats: PDF and DOCX supported; export signed PDF with embedded audit trail.
  • Authentication: Email link, SMS code, SSO, and optional KBA for higher assurance.
  • Integrations: Connectors for Microsoft 365, Google Workspace, NetSuite, and Box simplify routing.

Essential Security and Compliance Controls to Document

Encryption in Transit: TLS 1.2/1.3
Encryption at Rest: AES-256
Audit Trail: Tamper‑evident logs
HIPAA Support: BAA available
Regulatory Standards: SOC 2 Type II
FDA Records: 21 CFR Part 11 support

Risks and Penalties from Inaccurate or Incomplete Resolutions

Contract Invalidity: Authority disputes
Regulatory Scrutiny: Compliance findings
Audit Qualification: External auditor concerns
Litigation Risk: Third‑party challenges
Tax Consequences: Disallowed deductions
Data Breach: Privacy fines

Common Mistakes to Avoid When Preparing the Resolution

  • Using vague delegation language that leaves signing limits or monetary thresholds undefined and invites disputes.
  • Failing to list full legal names and titles for signers, which complicates verification during audits or third‑party reviews.
  • Neglecting to route the finalized resolution to auditors and corporate records, leaving no auditable trail for review.
  • Overlooking state‑specific notarization or witness requirements when the resolution affects real property or regulated activities.

Practical Tips for Accurate and Efficient Resolutions

Adopt these practices to keep resolutions clear, enforceable, and easy to retrieve.

Standardize Templates
Use a company-approved template with predefined fields and plain language, reducing drafting time and minimizing omissions during committee meetings.
Pre-Approve Legal Language
Have counsel pre-clear standard delegation clauses to avoid last-minute legal review that can delay committee approvals.
Include Explicit Limits
Specify monetary and temporal limits for delegated authority to prevent ambiguity and provide clear guidance to management and auditors.
Record Distribution
Immediately distribute the signed resolution to the corporate secretary, external auditors, and the secure digital archive to preserve the audit trail.

Typical Timing and Processing Expectations

Understand internal and external timing expectations to align committee actions with reporting cycles and audit schedules.

Effective Date:

Set on the resolution; controls when authority begins

Auditor Notification:

Notify external auditors promptly; typical practice is within 30 days

Board Ratification:

Board should ratify committee actions at the next regular meeting

Record Filing:

File signed resolution in minutes immediately after execution

Internal Review Window:

Allow 7–30 days for counsel and management to implement delegated actions

Key Processing Stages from Draft to Archive

A sequential view of core milestones helps coordinate participants and track completion.

01

Draft Approval

Prepare and circulate the draft for counsel and chair input.

02

Committee Action

Hold the vote or obtain unanimous written consent to approve.

03

Execution

Collect required signatures and witness or notarization if applicable.

04

Archival

Store final signed copy in minute book and digital archive with metadata.

eSignature Vendor Comparison for Executing the Resolution

Compare common vendor characteristics for executing and storing signed audit committee resolutions; signNow appears first per platform comparison conventions.

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 Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-World Examples of Audit Committee Resolutions

These short examples show how organizations document auditor engagement and committee delegations.

Optica Ventures — Auditor Appointment

Optica’s committee documented auditor selection to align with fiscal year timing

  • Appointment confirmed in a single written resolution
  • The firm retained the resolution in the minute book and provided a copy to the auditor to support the engagement file and independence review.

Fertility Centers of Illinois — Delegated Authority

The board delegated authority to the audit committee to approve audit fees

  • Committee specified dollar limits and reporting requirements
  • Counsel reviewed language to ensure enforceability, the committee executed the resolution, and the signed PDF was archived with an audit trail for future inspections.

Frequently Asked Questions About Audit Committee Resolutions

Answers to common questions about execution, signatures, digital acceptance, and recordkeeping for audit committee resolutions.


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