Can this resolution be signed electronically?

Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the transaction meets intent, consent, attribution, and record retention requirements.

Who may legally sign the resolution?

Typically corporate officers or authorized agents sign. The entity's bylaws or operating agreement may specify who can execute resolutions; include a board vote or written consent to establish authority.

Is notarization always required?

Not always. Some banks or title companies require notarized resolutions; state rules vary. When a third party insists, include a notary acknowledgment or use Remote Online Notarization where permitted.

How do I revoke or change an authorized signer?

Adopt a subsequent board resolution or written notice rescinding prior authority and distribute certified copies to banks and vendors to update records and prevent further reliance.

What evidence should I keep after signing?

Retain the signed resolution, meeting minutes or written consent, and the e-signature platform's audit trail (timestamps, IP, authentication) to prove authorization and chain of custody.

Will banks accept a digitally signed PDF with an audit trail?

Many banks accept digitally signed PDFs with robust audit trails and authentication, but acceptance policies vary; confirm requirements in advance and provide notarized or certified copies if requested.

Electronic Signature
Templates
Legal
Authorized Signatory Resolution Form

Authorized Signatory Resolution Form

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

AUTHORIZED SIGNATORY RESOLUTION FORM

Company Name: Entity Type: Corporation LLC Partnership Other

Jurisdiction of Formation: Principal Office:

At a meeting of the Board of Directors (or other governing body) of the Company held on at , the following resolutions were proposed and adopted in accordance with the Company's organizational documents.

RECITALS

WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to designate one or more individuals to execute agreements, financial instruments, and other documents on behalf of the Company; and

WHEREAS, the Board of Directors has considered the qualifications of the individuals presented and finds them suitable to act as authorized signatories for the purposes and subject to the limitations set forth herein; and

WHEREAS, the Board of Directors desires to record this resolution in the minutes and to provide an official certificate of authority to third parties relying on such appointment.

NOW, THEREFORE, BE IT RESOLVED

Appointment of Authorized Signatory. The Company hereby appoints the following person(s) to act on behalf of the Company as authorized signatory(ies) with the powers set forth in this resolution:
Name and Title
Scope of Authority. Each authorized signatory is empowered, on behalf of the Company and in the name of the Company, to:
- Execute, deliver, amend, and terminate agreements, contracts, instruments, certificates, affidavits, and other documents necessary to carry out the Company's business;
- Open, maintain, and close bank and investment accounts; endorse and negotiate checks, drafts, and other instruments; and execute any ancillary documentation required by financial institutions;
- Engage, retain, and instruct agents, advisors, and service providers and to bind the Company to fees and obligations reasonably necessary for such engagements;
- Take any other acts incident to the foregoing reasonably necessary to carry out the purposes of this resolution, subject to the limitations herein.
Limitations and Conditions. The authority granted to any authorized signatory is subject to the following limitations:
- No authorized signatory may incur or bind the Company to any obligation for the payment of money in excess of without the prior written approval of the Board of Directors;
- Any agreement that would materially alter the Company’s capitalization, create liens on Company assets, or result in the sale or transfer of a substantial portion of the Company’s assets must be approved in writing by the Board of Directors prior to execution;
- The authority does not extend to the execution of any document specifically reserved to the sole action of the Board of Directors under the Company's organizational documents or applicable law.
Certification and Reliance. The Secretary of the Company is authorized and directed to certify a copy of this resolution to any third party, including banks, governmental authorities, and counterparties. Any third party may rely upon a certificate signed by the Secretary stating that this resolution is in effect and identifying the persons authorized hereunder until the Secretary delivers a certified copy of any amendment or revocation.
Ratification. All acts lawfully done by any person named in this resolution prior to its adoption, within the authority conferred hereby, are ratified, approved and confirmed in all respects.
Indemnification. The Company shall indemnify and hold harmless each authorized signatory to the fullest extent permitted by applicable law for actions taken in good faith reliance upon the authority granted by this resolution, except for willful misconduct, gross negligence, or breach of fiduciary duty.
Effective Date and Termination. This resolution shall take effect immediately upon its adoption and shall remain in full force and effect until amended or revoked by the Board of Directors. Any revocation or amendment shall be effective only upon delivery of a certified copy to the affected third parties.

NOTICES

Notices to the Company shall be sent to:

Notices to an authorized signatory shall be sent to the address on file with the Company or to the electronic mail address provided below:

MISCELLANEOUS

Amendments and Waiver: These resolutions may be amended or waived only by a written instrument signed by the Board of Directors. No failure or delay by the Company in exercising any right hereunder shall operate as a waiver of that right.

Governing Law: This resolution shall be governed by and construed in accordance with the laws of the jurisdiction of formation specified above, without regard to conflict of law principles.

Entire Agreement: This resolution constitutes the entire record of the Company's action with respect to the matters described herein and supersedes any prior resolutions or authorizations to the extent they are inconsistent with this resolution.

Severability: If any provision of this resolution is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

CERTIFICATION BY SECRETARY

I hereby certify that I am the duly appointed and acting Secretary of the Company and that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors on the date set forth below, and that such resolutions have not been revoked or amended and are in full force and effect as of the date of this certification.

Secretary Name Secretary Title

ADDITIONAL PROVISIONS

Additional Instructions or Limitations

Company Representative (for Company):

By:

Title:

Date:

Authorized Signatory:

By:

Title (if applicable):

Date:

What the Authorized Signatory Resolution Form Is

An Authorized Signatory Resolution Form is a corporate record that formally names one or more individuals empowered to sign contracts, bank documents, government filings, and other obligations on behalf of an entity. It typically appears as a board or member resolution, includes the scope of authority, effective date, and any limits on dollar amounts or transaction types, and is kept in corporate minutes. Many organizations use this resolution to satisfy banks, vendors, and regulators; electronic execution is generally valid under ESIGN (15 U.S.C. ch. 96) and UETA where adopted.

Why a Clear Resolution Matters for Your Organization

A written resolution reduces operational friction, clarifies who can bind the organization, and provides evidence for banks, counterparties, and auditors. Properly drafted resolutions limit unauthorized commitments and support internal control.

Who Typically Prepares and Relies on an Authorized Signatory Resolution

Corporate secretaries, general counsel, finance leaders, and small-business owners commonly prepare or record these resolutions to establish signing authority and document governance choices.

Banking partners and treasury teams—use the resolution to open accounts and accept signatory authority for wire transfers and check signing.
Vendors and contracting parties—request the resolution to confirm the counterparty can execute binding agreements.
Regulators and auditors—rely on the resolution as corporate evidence during examinations or due diligence.

Keep a signed, dated copy with corporate records and circulate certified copies to counterparties that require formal proof of authority.

Primary Elements of a Professional Resolution

A complete Authorized Signatory Resolution combines precise wording, scoped authority, corporate approvals, and execution details so third parties can rely on the instrument without additional verification.

Resolution Text

Clear declarative language that the board or members authorize named individuals to act for the entity, with scope and limits stated.

Named Signatories

Full legal names, titles, and limits (e.g., single signature up to $50,000 or dual signatures required above that threshold).

Effective Date

Date shown in MM/DD/YYYY format and whether authority is immediate, conditional, or effective on a later date.

Approval Record

Reference to meeting minutes or unanimous written consent that documents the approving body and quorum.

Execution Block

Signature blocks for corporate officers, corporate seal (if used), and notary acknowledgement when required by third parties.

Scope & Limitations

Specific transaction types excluded or dollar limits to reduce overbroad authorization and downstream liability.

Step-by-Step: Preparing and Executing the Resolution

Follow these sequential steps to prepare a valid and commonly accepted Authorized Signatory Resolution.

01

Draft: Prepare resolution language and list of signatories.
02

Authorize: Obtain board or member approval via vote or written consent.
03

Execute: Have officers sign and, if required, notarize the document.
04

Distribute: Provide certified copies to banks, vendors, and internal records.

Configuring a Digital Workflow for the Resolution

Set up a simple e-signature workflow to collect signatures, apply authentication, and store a compliant audit trail.

Field	Configuration
Signature Order	Sequential signing for officer then corporate secretary.
Authentication	Email plus SMS code or ID verification for higher assurance.
Notary Step	Include a RON or in-person notary field if required.
Storage	Store PDF/A with audit trail and access controls.

Where to File or Send a Signed Resolution

Understand typical destinations for the executed resolution so it serves its intended purpose without extra steps.

Corporate Records: Retain original or certified copy with minutes and corporate seal.
Banks: Provide certified copy to open accounts or update signers.
Vendors: Send when vendor onboarding or contract execution requires proof of authority.
Regulators / Auditors: Supply on request during examinations or compliance reviews.

Digital Signing and Technical Considerations

Choose a platform that creates an immutable audit trail, supports required authentication, and stores signed output in standard formats.

File Formats: PDF, PDF/A, Word DOCX
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA, SSO

Ensure the platform you use complies with ESIGN and UETA requirements and can produce a certificate of completion and tamper-evident signed file for record retention.

Common Preparation Errors to Avoid

Using a trade name instead of the entity's registered legal name, which can cause banks to reject the resolution and delay account setup.
Failing to specify limits or transaction types, leaving authority overly broad and exposing the entity to unauthorized commitments.
Omitting the meeting minutes or written consent reference, weakening the evidentiary trail for auditors and third parties.
Relying on unsigned or unclearly dated copies; unsigned documents are often considered invalid by financial institutions and counterparties.

Risks and Consequences of an Incorrect Resolution

Bank Refusal: Account access blocked

Contract Invalidity: Agreements unenforceable

Liability Exposure: Personal liability risk

Regulatory Scrutiny: Audit or enforcement

Tax Impact: Disallowed deductions

Fraud Risk: Unauthorized transactions

Security and Compliance Features to Expect

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Timestamped actions and IP addresses

Certifications: SOC 2 Type II; ISO 27001 available

HIPAA Support: BAA available for PHI workflows

FDA Compliance: 21 CFR Part 11 capabilities

Accessibility: WCAG 2.0 Level AA support

eSignature Vendor Pricing Snapshot for This Use Case

Basic pricing and core features vary by vendor; choose a plan that matches volume, authentication needs, and compliance requirements.

	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	Yes, 7-day 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

Frequently Asked Questions About Authorized Signatory Resolutions

Answers to common questions about validity, execution, notarization, and electronic signature acceptance under U.S. law.

Need help? Contact support

Can this resolution be signed electronically?
Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the transaction meets intent, consent, attribution, and record retention requirements.
Who may legally sign the resolution?
Typically corporate officers or authorized agents sign. The entity's bylaws or operating agreement may specify who can execute resolutions; include a board vote or written consent to establish authority.
Is notarization always required?
Not always. Some banks or title companies require notarized resolutions; state rules vary. When a third party insists, include a notary acknowledgment or use Remote Online Notarization where permitted.
How do I revoke or change an authorized signer?
Adopt a subsequent board resolution or written notice rescinding prior authority and distribute certified copies to banks and vendors to update records and prevent further reliance.
What evidence should I keep after signing?
Retain the signed resolution, meeting minutes or written consent, and the e-signature platform's audit trail (timestamps, IP, authentication) to prove authorization and chain of custody.
Will banks accept a digitally signed PDF with an audit trail?
Many banks accept digitally signed PDFs with robust audit trails and authentication, but acceptance policies vary; confirm requirements in advance and provide notarized or certified copies if requested.

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