Are eSignatures valid for board resolutions?

Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided the four ESIGN elements (intent, consent, attribution, retrievability) are satisfied.

When is notarization required?

Notarization is rarely required to validate the board action itself, but banks or title companies may request notarized certified copies; follow the institution's instructions.

Who must sign the form?

Typically the corporate secretary certifies the resolution and authorized officers or directors sign per bylaws; follow the company’s prescribed signatory matrix to ensure acceptance.

Can I use remote online notarization?

Yes where permitted by state law; RON requires identity proofing and an audio‑visual record and may carry additional session fees.

How should the form be stored?

Store originals and certified copies in the corporate minute book; retain electronic copies with tamper-evident storage and an audit trail for the applicable retention period.

How do I amend or revoke a resolution?

Adopt a superseding board action or resolution that explicitly amends or revokes the prior action and record it in the minute book with appropriate approvals.

Board Action Form

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

BOARD ACTION FORM

Company and Meeting Details

Company Name:

Meeting Type: Regular Special Unanimous Written Consent

Meeting Date: Time:

Location Board Members Present / Voting

Quorum Present: Yes No

WHEREAS

WHEREAS, the Board of Directors of the corporation has determined that it is in the best interests of the corporation to enter into an agreement with (the Agreement Counterparty) to provide certain services and obligations described herein;

WHEREAS, the Board has reviewed the principal terms of the proposed agreement identified as , including the Scope of Work, payment terms, and other material provisions, and finds such terms to be fair and reasonable and within the authority of the corporation; and

WHEREAS, the Board desires to authorize certain officers to negotiate, finalize, execute, and deliver the Agreement on behalf of the corporation and to take all actions necessary to effectuate the foregoing.

RESOLUTION / ACTION

NOW, THEREFORE, BE IT RESOLVED that the Board hereby approves and authorizes the corporation to enter into and perform its obligations under the Agreement with on substantially the terms presented to the Board and on such further terms as the authorized officers deem necessary or advisable.

Scope of Work

Payment Terms

Total Contract Amount Payment Schedule / Milestones Late Payment Fee

Term and Termination

Effective Date: Termination Date / Duration:

Notice Period for Termination Termination for Cause / Effect of Termination

Confidentiality

The Board approves inclusion of a binding confidentiality obligation in the Agreement. Each party shall keep confidential all non-public business, technical and financial information disclosed under the Agreement and shall use such information solely for performance under the Agreement. The confidentiality obligations shall survive termination for a period of , except for information that becomes public other than by the receiving party’s breach.

Governing Law

The Board directs that the Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement

The Board further approves a clause providing that the Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior written and oral agreements, representations and understandings. Any amendment or waiver shall be effective only if in a writing signed by both parties.

Authorization and Delegation

RESOLVED FURTHER, that any one or more officers of the corporation identified below are hereby authorized, empowered and directed to negotiate any remaining commercial terms, execute and deliver the Agreement on behalf of the corporation, execute and deliver any and all documents, certificates and instruments as such officer may deem necessary or desirable to carry out the foregoing, and to take all such other actions as such officer deems necessary or advisable to effectuate the Agreement.

Authorized Officer(s)

Certification by Secretary

I hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of the corporation at a meeting held on , at which meeting a quorum was present and voted, and that the resolutions are in full force and effect as of the date hereof.

Company Representative (Printed Name):

By:

Date:

Secretary / Authorized Officer (Printed Name):

By:

Date:

What the Board Action Form Is and when it's used

A Board Action Form documents decisions and authorizations approved by a corporation's board of directors outside a formal meeting or to memorialize a vote taken at a meeting. It typically states the action adopted, cites the corporate authority or bylaw provision, names authorized persons, and records the effective date. The form becomes part of the corporate minute book and is relied on by banks, counterparties, and regulators to confirm board authorization for transactions, officer appointments, contract approvals, or capital actions.

Why a clear Board Action Form matters for governance

A well-prepared Board Action Form creates an auditable corporate record that reduces disputes, supports third-party reliance, and demonstrates compliance with internal bylaws and statutory duties. It clarifies authority, limits personal liability, and streamlines interactions with banks and vendors that require formal board proof.

Who prepares, approves, and relies on a Board Action Form

Typical preparers and users include corporate officers, the corporate secretary, outside counsel, and authorized board members who finalize and record the action.

Board Members — Vote to adopt the action and provide signatures or written consent confirming approval.
Corporate Secretary — Prepares the form, records it in the minute book, and issues certified copies when requested.
Banks and Counterparties — Require a certified resolution or board action to open accounts, authorize signers, or close transactions.

Third parties such as banks, title companies, investors, and regulators commonly request certified copies of the Board Action Form to verify corporate authority.

Step-by-step: complete and record a Board Action Form

Follow these sequential steps to ensure the form is valid, recorded, and accepted by third parties.

01

Draft: Prepare resolution language consistent with bylaws and prior board authority.
02

Approve: Obtain signatures by vote or unanimous written consent per corporate governance rules.
03

Certify: Corporate secretary signs certification and dates the document for the minute book.
04

Distribute: Provide certified copies to banks, counsel, or other relying parties as required.

Typical electronic workflow for a Board Action Form

An electronic workflow can speed approval and provide an audit trail while preserving legal validity under U.S. e‑signature law.

Upload: Add the draft resolution to the signing platform in PDF or DOCX format.
Place Fields: Insert signature, name, date, and initial fields for each signer.
Authenticate: Choose signer authentication (email, SMS, or stronger methods) per organizational risk policy.
Record: Save the signed PDF with audit trail and certificate of completion.

Suggested configuration for an online Board Action workflow

Configure roles and fields to match corporate signing order and verification requirements before sending for signature.

Field	Configuration
Signature Block	Require typed name and handwritten-style signature for each officer
Certification Field	Include corporate secretary checkbox and date field
Authentication	Use email plus SMS or KBA for high-value transactions
Audit Trail	Enable full audit logs and PDF certificate on completion

Technical considerations for eSigning a Board Action Form

Choose a platform that supports secure eSignatures, compliant audit trails, and common integrations used by your organization.

Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365 integration
File formats: PDF and DOCX import/export supported
Authentication: Supports email, SMS, and advanced signer verification

Essential elements to include in a professional Board Action Form

A complete form uses precise language and contains the authorizing clause, specific powers granted, signatory identification, and a permanent certification for the corporate minute book.

Title and Caption

Clear header stating the company name, board resolution title, and meeting or consent type to make the document immediately identifiable.

Authority Clause

Reference bylaws or charter sections authorizing the board to take the specified action, including any delegated authority.

Resolution Text

Precisely state the action taken, limits, dollar amounts, or contractual commitments to avoid ambiguity in later enforcement.

Signatory Block

Include names, titles, signature lines, and dates for each board member or officer who adopts or certifies the action.

Certification

A corporate secretary statement certifying the resolution is duly adopted and recorded, often used for certified copies.

Attachments

Attach supporting documents such as contracts, bank forms, or officer incumbency certificates that the resolution references.

Supporting documents and file formats to preserve acceptance

Provide certified copies and compatible file formats to satisfy banks, title companies, and counterparties that may request formal proof.

Certified Copy

Stamped or signed copy by the corporate secretary confirming the resolution matches minute book records; often requested by banks.

Officer Incumbency

Separate certificate listing current officers and their authority; commonly attached when authorizing signers for accounts.

Contract Attachments

Attach the underlying agreement or bank signature card referenced in the resolution to avoid interpretation gaps.

Export Formats

Provide signed PDFs with embedded audit trails and optionally DOCX for editable archival copies if required.

Security and compliance considerations for electronic Board Action Forms

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

Audit Trail: Detailed timestamps, IP addresses, and action logs

HIPAA Support: BAA available where required

Regulatory Standards: ESIGN and UETA compliance

Certifications: SOC 2 Type II and ISO 27001

Accessibility: WCAG 2.0 Level AA compliant

Risks of an incomplete or incorrectly executed Board Action Form

Invalid Action: Corporate acts may be void if authority or procedure is defective

Bank Refusal: Financial institutions may decline transactions without certified proof

Contract Disputes: Counterparties may challenge authority to bind the company

Regulatory Scrutiny: Improper approvals can attract regulator inquiries

Delay Costs: Operational or financing delays with economic consequences

Liability Risk: Directors or officers may face fiduciary liability exposure

Common preparation errors that cause delays or rejection

Using inconsistent corporate names or officer titles between the resolution and state records, which can cause banks or counterparties to request corrected certified copies and delay transactions.
Failing to attach referenced contracts, incumbency certificates, or bank forms, leaving the resolution without the supporting documents third parties need to confirm the authorized powers.
Omitting the appropriate certification language from the corporate secretary, which often triggers requests for notarized or otherwise authenticated certified copies before acceptance.
Sending unsigned or partially signed forms to third parties, rather than obtaining the required board signatures or unanimous consents in the correct order, resulting in rejected filings or unenforceable actions.

eSignature vendor comparison for executing Board Action Forms

Compare baseline pricing and common features for eSignature providers used to execute corporate resolutions and certified copies.

	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	Not specified	Not specified	Not specified	Not specified
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 Board Action Forms in use

These examples illustrate how organizations use resolutions to authorize common corporate actions and demonstrate acceptance by third parties.

Optica Ventures

Optica used signed board actions to streamline investor approvals and bank account changes.

The platform simplified signature collection.
Brian Fitzgibbons, COO, noted the interface made it easy for internal teams and customers to complete authorizations without repeated follow-up, reducing turnaround time on account and funding matters.

Martin Properties

Martin Properties executed resolutions for leasing authorizations and vendor contracts.

Mobile signing enabled onsite approvals.
Tim Martin, Founder, reported processing and executing documents online while maintaining compliance and security, which reduced in‑person scheduling and sped project starts.

Practical tips for accurate and efficient Board Action Forms

Adopt consistent drafting and certification procedures to avoid rework and to ensure third-party acceptance of the resolution.

Follow corporate bylaws

Confirm that the method of approval (meeting vote vs unanimous consent) and any quorum requirements are met to avoid later challenges to validity; document the vote or consent.

Use precise language

State specific powers, dollar limits, and duration for delegated authorities to reduce ambiguity and limit downstream disputes with counterparties or regulators.

Create certified copies

Have the corporate secretary certify copies for banks and counterparties; consider notarization if requested by the receiving institution.

Preserve an audit trail

Use an eSignature workflow that captures timestamps, IP addresses, and signer authentication; ensure the provider supports ESIGN/UETA and maintains secure logs.

FAQs and common issues when preparing Board Action Forms

Answers to frequent questions about validity, signatures, notarization, and records management for board resolutions and certified copies.

Need help? Contact support

Are eSignatures valid for board resolutions?
Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided the four ESIGN elements (intent, consent, attribution, retrievability) are satisfied.
When is notarization required?
Notarization is rarely required to validate the board action itself, but banks or title companies may request notarized certified copies; follow the institution's instructions.
Who must sign the form?
Typically the corporate secretary certifies the resolution and authorized officers or directors sign per bylaws; follow the company’s prescribed signatory matrix to ensure acceptance.
Can I use remote online notarization?
Yes where permitted by state law; RON requires identity proofing and an audio‑visual record and may carry additional session fees.
How should the form be stored?
Store originals and certified copies in the corporate minute book; retain electronic copies with tamper-evident storage and an audit trail for the applicable retention period.
How do I amend or revoke a resolution?
Adopt a superseding board action or resolution that explicitly amends or revokes the prior action and record it in the minute book with appropriate approvals.

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