Is an electronic signature valid?

Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are satisfied.

Who can sign the covenant?

An authorized officer or agent named by the board may sign. The board should record the delegation in minutes to establish authority and avoid unauthorized actions.

Do I always need a notary?

Notarization is not universally required for board resolutions, but banks and third parties often request it. Use a notary or RON when a recipient specifies notarized certification.

How to correct an error after signing?

Adopt a corrective board resolution or amendment at a duly convened meeting and attach the correction to the original covenant; retain both versions in the minute book.

Can remote online notarization be used?

RON is permitted in many states with identity proofing and audio-video recording requirements; verify state RON rules and recipient acceptance before relying on RON.

How long should I keep the covenant?

Retain for the active term plus at least three years; consider seven years for corporate continuity and consult IRS (IRC §6501) and industry rules for longer retention.

Electronic Signature
Templates
Miscellaneous
Board Resolution Covenant

Board Resolution Covenant

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

BOARD RESOLUTION COVENANT

This Board Resolution Covenant (the Covenant) is made effective as of by and between the Board of Directors of ("Board") and ("Covenanting Party").

WHEREAS / RECITALS

WHEREAS, the Board has determined that the Covenanting Party's undertaking described herein is necessary and desirable for the corporate interests and strategic objectives of the organization; and

WHEREAS, the Board resolved on to authorize the execution of a covenant obligating the Covenanting Party to perform specified duties and to comply with reporting and confidentiality obligations; and

WHEREAS, the parties desire to set forth herein the obligations, payment terms, duration, remedies and other material terms associated with the covenant approved by the Board.

NOW, THEREFORE, BE IT RESOLVED

Scope of Work

Detailed Scope (describe duties, deliverables, milestones)

Payment Terms

Total Covenant Amount Payment Schedule and Milestones Late Fee

If any payment is not received within days of its due date, a late fee of per month (or the maximum allowable under applicable law, if less) shall accrue on the outstanding balance until paid in full.

Term and Termination

The term of this Covenant shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Covenant for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of notice of such breach, unless a different cure period is expressly agreed in writing.

Confidentiality

The parties acknowledge that in the performance of this Covenant each may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for purposes of performing its obligations under this Covenant; and (c) not disclose Confidential Information to any third party except to those employees, agents, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, or information lawfully received from a third party without breach of obligation.

Confidential Information - Specific Categories (optional)

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Covenant, that the person executing this Covenant on its behalf is authorized to do so, and that the Covenant, when executed and delivered, will be a valid and binding obligation enforceable against such party in accordance with its terms.

Governing Law

This Covenant shall be governed by and construed in accordance with the substantive laws of the state of without regard to principles of conflicts of law. Each party submits to the exclusive jurisdiction of the courts located in that state for any action arising out of or relating to this Covenant.

Remedies and Enforcement

The parties agree that monetary damages may be an inadequate remedy for any breach of the confidentiality or other material obligations hereunder and that the non-breaching party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law or in equity. Nothing herein shall limit a party's right to pursue damages or other remedies.

Entire Agreement

This Covenant, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification to this Covenant must be made in writing and executed by duly authorized representatives of both parties.

Board Certification

The undersigned hereby certifies that the foregoing resolution was duly adopted by the Board and that the persons executing below are authorized to execute this Covenant on behalf of their respective parties.

Board Representative

Printed Name:

By:

Date:

Covenanting Party

Printed Name:

By:

Date:

What a Board Resolution Covenant Is and Why It Matters

A Board Resolution Covenant is a written corporate record reflecting a board of directors' formal decision to authorize specific corporate actions, designate signatories, or covenant to third parties such as lenders or counterparties. It typically records the meeting context, the resolution language, the identified corporate officers or agents empowered to act, and any conditions or effective dates. When executed correctly it becomes part of the corporate minute book and provides evidence of corporate authority for banks, registries, and counterparties. The document is often requested in transactions, financing, and compliance workflows.

Why a Clear Board Resolution Covenant Protects the Company

A concise, properly executed covenant clarifies who may bind the corporation, reduces third-party risk, and documents corporate authorization for transactions and filings, enhancing legal certainty under corporate law and applicable electronic signature statutes.

Who Typically Prepares and Uses This Document

The Board Resolution Covenant is prepared by corporate secretaries, general counsel, or officers and shared with banks, counterparty legal teams, and regulatory reviewers.

Corporate Secretary or General Counsel: Prepares text, confirms board approval, and files in the minute book.
CFO or Treasurer: Presents the resolution to banks and lenders to authorize accounts or signatory authority.
Bank Compliance or Legal Counsel: Reviews to verify authority and notarization or identity requirements.

The document serves internal governance and external reliance functions; distribution depends on the recipient's verification needs.

Essential Parts of a Professional Board Resolution Covenant

A compliant covenant uses precise language and clear structure so reviewers can verify authority quickly and consistently.

Title

Identify the company using its full legal name and state of incorporation to avoid mistaken identity in downstream reviews or filings.

Recitals

Provide context for the resolution (board meeting date, quorum present, and purpose) so the action is traceable to a specific corporate proceeding.

Resolved Clauses

Set out the exact powers granted, including limits, monetary caps, or project identifiers, so third parties can confirm the scope of authority.

Authorized Signatories

Name officers or agents permitted to sign, include titles, and state whether signatures may be electronic, notarized, or require countersignature.

Effective Date

Specify the effective date or triggering event for the covenant to clarify when rights and obligations begin for counterparties.

Certification

Include a certification block signed by the corporate secretary or appropriate officer attesting to the board vote and minute book entry.

Step-by-Step: Drafting and Executing the Covenant

Follow these core steps to prepare an enforceable Board Resolution Covenant and reduce review cycles.

01

Draft Resolution: Write precise resolved clauses and identify limits.
02

Confirm Approval: Document board vote in minutes before executing the covenant.
03

Execute Signatures: Have designated officers sign and date the certification block.
04

Distribute Copies: Provide certified copies to banks, counsel, and maintain one in the minute book.

How to Configure an Online Workflow for This Covenant

Set up a clear digital workflow to collect approvals, verify identity, and store the final certified copy securely.

Upload Template	PDF or DOCX template accepted
Assign Roles	Define board secretary, signers, and reviewers
Authentication	Choose email, SMS code, or KBA
Notarization Option	Enable RON or schedule in-person notary
Storage Location	Save to secure eFolder with retention tags

Technical Considerations for Digital Execution

Confirm the eSignature platform supports required authentication, audit trails, and export formats before sending the covenant for signature.

File Formats: PDF, DOCX accepted; preserve final signed PDF/A for records
Integrations: Connects with CRMs and cloud storage for automated filing
Authentication: Email, SMS, or advanced methods available

Ensure the chosen platform provides a tamper-evident audit trail and secure storage that meets your compliance needs.

Typical Electronic Signing and Submission Flow

A standard online process reduces manual handoffs and preserves the audit trail required for third-party reliance.

Upload Document: Sender uploads the resolution template to the signing platform.
Place Fields: Add signature, date, and certification fields in the document.
Collect Signatures: Signers authenticate and execute the covenant electronically.
Deliver and File: Provide certified copies to banks and store originals in the minute book.

Key Risks If the Covenant Is Incorrect or Incomplete

Bank Rejection: Counterparties may refuse the covenant without proper signatory or notarization

Enforceability: Vague authority language can lead to contract disputes

Invalid Signatory: Unauthorized signers may expose the corporation to liability

Tax Reporting Issues: Incorrect entity data can complicate tax filings

Notary Defects: Improper notarization may invalidate reliance by banks

Recordkeeping Gaps: Missing minute book entries hinder legal defense

Common Preparation Mistakes to Avoid

Using a trade name instead of the registered legal name leads to processing delays and rejection by banks.
Failing to reference the board minutes or vote that authorizes the resolution creates uncertainty about corporate approval.
Allowing unauthorized employees to sign without a clearly recorded delegation increases litigation and fraud risk.
Omitting effective dates or limits on authority produces ambiguity about the duration and scope of the covenant.

Practical Tips for Accurate and Efficient Completion

Adopt a consistent template and checklist to reduce rework and accelerate external reviews.

Use Exact Legal Names

Always use the company's name exactly as registered. Confirm spelling and entity type to avoid downstream rejections by banks or registries.

Attach Board Minutes

Include a certified excerpt of minutes showing the vote and quorum; this strengthens the covenant's evidentiary value with third parties.

Specify Limits and Dates

State monetary limits, duration, and any conditions. Clear bounds reduce interpretation disputes and narrow counterparty risk.

Secure Signed Originals

Store a certified paper copy in the minute book and an encrypted electronic copy with tamper-evident audit trails for retrieval.

Real-World Examples of Board Resolution Covenants in Use

These short examples show how organizations apply board resolutions to practical needs like banking authority and transaction execution.

Optica Ventures LLC

A venture management firm adopted a covenant to authorize bank signatories

Brian Fitzgibbons said the interface is simple and easy-to-use
The certified resolution expedited account openings and reduced back-and-forth with the bank compliance team.

Tech Data

An enterprise used a covenant to centralize signature authority for sales contracts

Bob Dutkowsky reported faster internal processing
Standardized resolutions lowered contract cycle time and supported scalable revenue operations.

Comparison: eSignature Providers for Executing Board Resolution Covenants

Compare core pricing and capability signals. signNow is listed first per platform data; verify competitor trial and feature details with each vendor before selecting.

	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 (Premium)	Varies	Varies	Varies	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	Varies	Varies
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Timing Considerations and Typical Deadlines

While a Board Resolution Covenant rarely has statutory filing deadlines, timing affects enforceability, bank processes, and recordkeeping obligations.

Board Approval Date:

Record the meeting date; ties the resolution to the corporate minutes.

Effective Date:

Specify when authority begins; missing dates create ambiguity.

Notarization Timing:

Obtain notarization before presenting to banks if requested.

Distribution Deadline:

Provide certified copies to counterparties upon request or per contract terms.

Record Entry:

Enter resolution into the minute book immediately after execution.

Frequently Asked Questions About Board Resolution Covenants

Answers to common questions cover enforceability, signature authority, notarization, electronic execution, corrections, and retention.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are satisfied.
Who can sign the covenant?
An authorized officer or agent named by the board may sign. The board should record the delegation in minutes to establish authority and avoid unauthorized actions.
Do I always need a notary?
Notarization is not universally required for board resolutions, but banks and third parties often request it. Use a notary or RON when a recipient specifies notarized certification.
How to correct an error after signing?
Adopt a corrective board resolution or amendment at a duly convened meeting and attach the correction to the original covenant; retain both versions in the minute book.
Can remote online notarization be used?
RON is permitted in many states with identity proofing and audio-video recording requirements; verify state RON rules and recipient acceptance before relying on RON.
How long should I keep the covenant?
Retain for the active term plus at least three years; consider seven years for corporate continuity and consult IRS (IRC §6501) and industry rules for longer retention.

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