Is an electronic signature valid on a resolution?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, signer attribution, and reproducible records are present.

Do resolutions require notarization?

Generally no. Board resolutions are internal corporate records and typically do not require notarization unless a third party or specific state rule requests notarized certification.

Can a written unanimous consent substitute for a meeting?

Yes, if the corporation's bylaws and applicable state statute permit written consents and the consent form is signed by the required quorum or all directors as specified.

How long must I keep executed resolutions?

Keep originals for the active corporate term plus at least 3 years; retain longer for tax or industry-specific obligations per IRC §6501(a) and HIPAA where applicable.

What happens if an unauthorized person signs?

Actions signed by an unauthorized person can be voided, lead to bank refusal, or trigger disputes; confirm authority in bylaws and obtain corrected, properly certified copies.

Are remote notary or RON acceptable for attestation?

Many states permit RON with identity proofing and audio-video recording requirements; verify state notary rules and retention obligations before relying on remote notarization.

Electronic Signature
Templates
Legal
Board Resolutions and Consents Form

Board Resolutions and Consents Form

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

BOARD RESOLUTIONS AND CONSENTS FORM

Company Name: State of Incorporation:

The undersigned, being the members of the Board of Directors of the Company, met at: on , and adopt the following resolutions.

RECITALS

WHEREAS, the Board has been presented with information and recommendations regarding the matters set forth below and has had the opportunity to review relevant documents and ask questions of management and advisors; and

WHEREAS, the Board determined that it is in the best interest of the Company to authorize and approve the actions described in these resolutions in accordance with the Company’s certificate of incorporation and bylaws.

WHEREAS, a quorum of the Board of Directors was present and the meeting was duly called and convened in accordance with applicable law and the Company’s governing documents.

NOW, THEREFORE, BE IT RESOLVED

Authorization of Action. The Board hereby authorizes, approves and adopts the action described as follows:
Authority to Execute Documents. The officers of the Company identified below are authorized, on behalf of the Company, to execute and deliver all such agreements, instruments, certificates and other documents and to take all such actions as they reasonably determine to be necessary or advisable to carry out the foregoing resolution:
Officer Name and Title
Delegation of Authority. The Board authorizes any officer so designated to delegate, to any other officer or employee of the Company, any authority granted by these resolutions, provided that such delegation shall be in writing and the delegating officer shall remain responsible for oversight of the delegated matter.
Ratification. All actions previously taken by any officer or director of the Company in furtherance of the matters described in these resolutions are hereby ratified, confirmed and approved in all respects.
Recordation and Minutes. The Secretary of the Company is directed to insert a copy of these resolutions in the minute book of the Company and to certify a copy of these resolutions upon request.

VOTING AND CONSENT

The following directors were present and voted on the foregoing resolutions. Indicate number of votes:

Votes For:

Votes Against:

Abstentions:

Directors Present (List names)

Directors Absent (if any)

NOTICES

Any notice required or permitted by these resolutions shall be in writing and delivered to the Company’s registered address or to the officer or director at the address set forth below:

Notice Address

AMENDMENT, WAIVER AND OTHER PROVISIONS

Amendments to these resolutions require the affirmative vote of the Board as provided in the bylaws unless otherwise required by law. Failure by the Board to insist upon strict compliance with any term or condition of these resolutions shall not constitute a waiver of the Company’s rights, which may be enforced at any time.

These resolutions may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be equivalent to originals for all purposes.

GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

These resolutions shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

If any provision of these resolutions is held invalid or unenforceable, the remaining provisions will continue in full force and effect. These resolutions constitute the entire action of the Board with respect to the matters addressed herein and supersede any prior oral or written actions on such matters.

CERTIFICATION BY SECRETARY

I, the undersigned, certify that I am the duly appointed Corporate Secretary of the Company; that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of the Company at a meeting held on the date set forth above at which a quorum was present and voted; and that such resolutions are in full force and effect as of the date hereof.

Company:

By:

Date:

Board Representative:

By:

Date:

What the Board Resolutions and Consents Form Is

A Board Resolutions and Consents Form is a formal corporate record documenting decisions taken by a board of directors either at a meeting or by unanimous written consent. It states the authority granted, actions approved, effective dates, and any delegation to officers or committees. The document becomes part of the corporate minute book and is used to evidence director approval for bank signatories, contract execution, corporate reorganizations, authorizations of capital actions, and other matters that require board-level authorization.

Why a Clear Board Resolution Matters

A well-drafted resolution creates an auditable record of corporate action, reduces ambiguity about authority, and prevents disputes with banks, counterparties, and regulators. It also supports compliance with corporate bylaws and applicable state corporate law while helping demonstrate that decisions followed required procedures under governing documents and statutes.

Who Prepares and Relies on Board Resolutions

Accurate completion ensures counterparties accept the authority and helps preserve corporate formalities required by state law and lenders.

Corporate secretaries who maintain minute books and ensure formal adoption and recordkeeping.
Chief financial officers and treasurers who need documented authority for banking and signing.
Outside counsel or corporate counsel advising on corporate governance and statutory compliance.

Core Elements to Include in a Professional Resolution

A complete resolution is concise but specific: identify the meeting or consent method, recite authority, list resolved actions, set effective dates, delegate authority if needed, and provide a clear signature block with attestations.

Title

A short descriptive title (e.g., 'Resolution to Authorize Bank Account') that states the subject and records the record's purpose in the minute book.

Recitals

Background statements that explain the reasons for the action and reference relevant documents, approvals, or statutory authority.

Resolved Clauses

Discrete numbered clauses stating the actions authorized, limits of authority, monetary caps, and any conditions precedent to effectiveness.

Delegation

If authority is delegated, name the officer or committee, define scope, limits, and any reporting obligations back to the board.

Effective Date

Specify when the resolution takes effect and whether retroactive application is intended or permitted by governing documents.

Attestation

Signature block for the authorized signatory and the corporate secretary with printed name, title, and date for the corporate record.

Essential Data Fields Every Resolution Should Contain

Company Name: Full legal entity name

Document Title: Short subject line

Meeting Type: Meeting or unanimous consent

Date: MM/DD/YYYY

Resolved Actions: Numbered clauses

Signatures: Signer name and title

Step-by-Step: Adopting and Recording a Resolution

Follow these sequential steps to ensure the resolution is properly adopted, executed, and entered into the corporate record.

01

Prepare Draft: Draft clear resolved clauses and recitals.
02

Board Approval: Approve at a meeting or by unanimous written consent.
03

Execution: Have authorized signer sign and secretary attest.
04

Recordkeeping: File in minute book and distribute copies.

How to Configure an Online Resolution Workflow

Configure digital workflows to match your corporate approval path: add fields, set signer order, and enable authentication appropriate to the action.

Field	Configuration
Signer Order	Board chair then corporate secretary
Authentication	Email link or SMS code for identity
Conditional Fields	Show delegation fields only when needed
Audit Trail	Enable timestamps and IP logging

Sharing and eSigning: Platform Capabilities to Check

Use a platform that supports required legal standards (ESIGN/UETA), integrates with your document repository, and can produce an ISO-compatible signed PDF for record retention.

Authentication: Email, SMS, or advanced options
Audit Trail: Timestamped action log
Integrations: CRM and document storage

Where Resolutions Are Sent and Stored

Resolutions typically flow from the board to internal and external parties; establish routing so each stakeholder receives the signed record promptly.

Corporate Minute Book: Primary repository for executed resolutions.
Corporate Secretary: Retains originals and manages distributions.
Banks / Financials: Provide certified copy to banks for signatory changes.
External Counsel: Archive and advise on compliance issues.

Common Timing and Filing Expectations

Timelines vary by corporate policy and counterparty requests; these items are typical checkpoints to track during adoption and distribution.

Adoption Date:

Date the board votes or the last director signs consent.

Effective Date:

When the resolution's authority becomes operative, if different from adoption.

Bank Submission:

Provide certified copy promptly after execution to update signatories.

Shareholder Notice:

If bylaws require, notify shareholders within the mandated timeframe.

Record Entry:

Enter resolution into minute book immediately after execution.

Key Risks from an Incorrect or Incomplete Resolution

Invalid Authority: Signatures from unauthorized persons may void the action

Bank Rejection: Banks may refuse updates without attestation

Corporate Disputes: Ambiguous language can lead to litigation

Regulatory Scrutiny: Improper recordkeeping can trigger fines

Tax Exposure: Incomplete records may complicate IRS audits

Contractual Risk: Third parties may challenge authority to bind the company

Common Preparation Mistakes to Avoid

Using vague language such as 'take all necessary actions' without defined limits creates uncertainty about scope and duration of authority.
Failing to document quorum or consent method—missing attendee lists or unsigned consents can invalidate board actions under bylaws.
Relying on handwritten signatures without an audit trail for online execution increases friction when banks request proof of signing events.
Not matching the entity name to formation documents; abbreviations or DBA names can cause acceptance failures with financial institutions.

Who Typically Signs and Attests the Resolution

Board Chair

The board chair often signs to indicate the board's approval, especially for meeting minutes; their signature signals the chair's role in presiding over the action and may be required by bylaws or institutional policies.

Corporate Secretary

The corporate secretary attests to the resolution, certifies copies, and maintains the minute book; this attestation is the standard mechanism for demonstrating that the resolution is a true corporate record.

Real-World Examples of Digital Resolutions

Organizations across industries use electronic workflows to adopt and store board resolutions securely while preserving corporate formalities.

Optica Ventures LLC

Optica used digital approvals for operational documents to simplify review

The interface was easy for both staff and external signers
The team noted smoother customer interactions and quicker turnaround while preserving an auditable record for corporate governance.

Tech Data

Tech Data applied electronic signing to internal approvals and customer agreements

The solution supported internal and external workflows
The company reported faster execution and better integration with their revenue operations while maintaining compliance controls.

Typical eSignature Pricing and Feature Comparison

Pricing and feature availability vary by vendor and plan; the table below provides a baseline comparison of starting price and common features across leading providers.

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

Frequently Asked Questions and Troubleshooting

Answers to common questions about validity, signatures, notarization, and recordkeeping when using a Board Resolutions and Consents Form.

Need help? Contact support

Is an electronic signature valid on a resolution?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, signer attribution, and reproducible records are present.
Do resolutions require notarization?
Generally no. Board resolutions are internal corporate records and typically do not require notarization unless a third party or specific state rule requests notarized certification.
Can a written unanimous consent substitute for a meeting?
Yes, if the corporation's bylaws and applicable state statute permit written consents and the consent form is signed by the required quorum or all directors as specified.
How long must I keep executed resolutions?
Keep originals for the active corporate term plus at least 3 years; retain longer for tax or industry-specific obligations per IRC §6501(a) and HIPAA where applicable.
What happens if an unauthorized person signs?
Actions signed by an unauthorized person can be voided, lead to bank refusal, or trigger disputes; confirm authority in bylaws and obtain corrected, properly certified copies.
Are remote notary or RON acceptable for attestation?
Many states permit RON with identity proofing and audio-video recording requirements; verify state notary rules and retention obligations before relying on remote notarization.

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