Establishing secure connection…Loading editor…Preparing document…

Body Corporate Resolution Template

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

BODY CORPORATE RESOLUTION

Body Corporate Name: was the subject of a duly convened meeting of the Board of Directors held on Meeting Date: at Meeting Location: . The undersigned Chairperson: and Company Secretary: hereby adopt the following resolution.

RECITALS

WHEREAS, the Board of Directors of the Body Corporate is authorized under the governing constituent documents and applicable law to consider and adopt resolutions on behalf of the Body Corporate; and

WHEREAS, notice of the meeting was given and a quorum was present in accordance with the bylaws and applicable law, as evidenced by the attendance and vote record set forth below; and

WHEREAS, the Board has considered the matters described in the resolutions and determined that adoption of the resolutions is in the best interests of the Body Corporate.

NOW, THEREFORE, BE IT RESOLVED

  1. Adoption of Resolution. The Board hereby adopts the resolution described in Resolution Details below and authorizes all actions necessary to effectuate the same.
  2. Authorization to Act. The Chairperson, the Company Secretary and any officer or agent of the Body Corporate specifically designated in writing (collectively, the "Authorized Persons") are authorized and empowered, in the name and on behalf of the Body Corporate, to execute, deliver and file any and all documents, instruments and certificates, and to take any and all actions, which such Authorized Persons deem necessary or advisable to carry out the purpose and intent of this resolution, such determination to be conclusive evidence of such necessity or advisability.
  3. Execution and Delivery of Documents. Any Authorized Person is authorized to execute and deliver on behalf of the Body Corporate any documents, instruments, agreements and filings required or necessary to implement the foregoing resolutions, and to affix the corporate seal where required or appropriate. Execution by an Authorized Person shall be conclusive evidence that such document or instrument has been authorized by this resolution.
  4. Records and Ratification. The Board directs that the minutes of the meeting reflect the adoption of this resolution and that all acts and decisions of the Authorized Persons taken prior to the date hereof in connection with the matters set forth in this resolution are ratified, confirmed and approved in all respects.
  5. Effective Date. This resolution shall be effective as of Effective Date: and shall remain in full force and effect until amended or revoked by the Board.

VOTE AND QUORUM

A quorum was present for the meeting. Number of Directors Present: . Votes in favor: ; Votes against: ; Abstentions: .

NOTICES

Any notice required or permitted under this resolution shall be in writing and delivered to the following address for notices: Notice Recipient: ; Address:

CERTIFICATION

I, the undersigned Company Secretary, do hereby certify that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors of the Body Corporate named above in accordance with its bylaws and applicable law, and that such resolution is in full force and effect as of the date set forth below.

MISCELLANEOUS

Governing Law: This resolution shall be governed by and construed in accordance with the laws of the jurisdiction in which the Body Corporate is organized or principally conducts its activities, without regard to conflict of law principles.

Entire Agreement: This resolution constitutes the entire resolution of the Board with respect to the subject matter hereof and supersedes all prior resolutions and understandings, whether written or oral, relating to such subject matter.

Severability: If any provision of this resolution is determined to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected and, to the extent possible, the invalid or unenforceable provision shall be reformed to reflect the parties' intent.

Amendments and Waiver: Any amendment to or waiver of any provision of this resolution must be in writing and approved by the Board. No failure or delay in exercising any right under this resolution shall operate as a waiver thereof.

Counterparts: This resolution may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Chairperson Printed Name:

By:

Date:

Company Secretary Printed Name:

By:

Date:

Enter text✕

What a Body Corporate Resolution Template Is

A Body Corporate Resolution Template is a standardized board or committee resolution document used to record formal decisions made by a corporation, homeowners association, condominium association, or similar governing body. It captures the motion, vote tally, the resolution text, effective date, and authority delegated to officers or agents. Organizations use the template to create consistent, auditable records that satisfy corporate governance rules, support later filings or contract execution, and provide evidence of board authorization for transactions such as property transfers, vendor agreements, banking authorizations, and license grants.

Why a Clear Resolution Template Matters

A concise template reduces ambiguity, documents legal authority, and helps ensure decisions meet corporate formalities required by bylaws and state law (e.g., minutes and resolutions).

Why a Clear Resolution Template Matters

Who Typically Prepares and Signs These Resolutions

Board secretaries, corporate counsel, property managers, and authorized officers most often prepare or finalize a Body Corporate Resolution Template.

  • Board secretary or corporate clerk — drafts resolution text, records vote results, and files the final document with corporate records.
  • Authorized officer (president/treasurer) — reviews and signs to demonstrate corporate authorization and to enable third-party reliance.
  • Property manager or registered agent — may execute routine authorizations and deliver copies to contractors or banks.

Use the template to align with bylaws, delegation policies, and any statutory signing or witnessing requirements applicable in your jurisdiction.

Core Elements to Include in a Professional Template

A well-structured template groups essential sections so each resolution is complete, auditable, and ready for signature or e‑delivery.

Caption

Entity name and meeting details placed at the top so the resolution can be tied to a specific board meeting or written consent record.

Recitals

Brief background statements (whereas clauses) that explain the purpose and context of the board action without creating obligations.

Resolution Text

Clear operative clause describing the action approved, any limits, dollar amounts, conditions, and the scope of delegated authority.

Voting Record

Record of who voted for, against, or abstained plus quorum confirmation to show compliance with bylaws and state corporate law.

Authorization

Designation of officers or agents authorized to act, including signature blocks and any limits on the authority granted.

Execution & Filing

Signature, date lines, notary or witness blocks if required, and instructions for retaining minutes and distributing the signed resolution.

Step-by-Step: Preparing and Finalizing a Resolution

Follow a consistent sequence to draft, approve, and preserve the resolution to meet governance and legal requirements.

  • 01
    Draft: Create resolution text and recitals reflecting the precise authority requested.
  • 02
    Review: Have counsel or the secretary verify compliance with bylaws and statutory requirements.
  • 03
    Approve: Obtain vote at a properly noticed meeting or via written consent consistent with bylaws.
  • 04
    Execute & File: Sign, notarize if required, retain in minute book, and distribute certified copies to relevant parties.

Configure an Online Workflow for Completion

Set up a digital workflow so drafts route for review, capture signatures, and automatically store the executed resolution.

Field Configuration
Signature Order Sequential or parallel routing per governance rules
Authentication Email link plus optional SMS code or ID verification
Storage Location Secure corporate cloud folder or minutes repository
Retention Workflow Automated archiving with access controls and audit trail

Digital Signing and Technical Considerations

Choose a signing platform that supports secure audit trails, optional advanced authentication, and compliant storage for corporate records.

  • File formats: PDF or DOCX for consistent appearance
  • Authentication: Email, SMS, or knowledge-based options
  • Audit Trail: Timestamp, IP, and action log

Ensure the platform aligns with ESIGN and UETA requirements for admissibility, and confirm any industry-specific compliance needs such as HIPAA or 21 CFR Part 11 before e‑execution.

Where to Send and How to File the Executed Resolution

Distribute certified copies to internal and external stakeholders and file the original with corporate records according to bylaws.

  • Corporate Minute Book: File the original signed resolution with minutes and related minutes pages
  • Authorized Third Parties: Provide certified copies to banks, escrow agents, or counterparties as proof of authority
  • Registered Agent: File copies if state law or registries require board authorization notices
  • Digital Archive: Store an access-controlled electronic copy and audit trail for future reference

Typical Timing and Deadlines to Watch

Observe notice, approval, and retention timeframes to ensure the resolution is valid and enforceable under corporate procedures and relevant statutes.

Meeting Notice:

Follow bylaws for required notice period before meetings (commonly 7–30 days)

Effective Date:

Specify an effective date in MM/DD/YYYY format; absence may default to the signing date

Filing to Third Parties:

Provide certified copies promptly when banks or registries request evidence of authority

Record Retention:

Retain minutes and resolutions per corporate retention policy and legal requirements

Follow-up Actions:

Schedule delegated tasks and deadlines for officers or agents named in the resolution

Key Milestones in the Resolution Process

Track these sequential milestones from drafting through archival to ensure an auditable governance trail.

01

Draft Approval

Finalize wording and circulate for counsel or committee review

02

Notice Issued

Send meeting notices per bylaws to establish quorum

03

Formal Vote

Hold meeting or secure written consent with recorded vote

04

Execution & Archival

Sign, notarize if required, and file with corporate records

Common Preparation Mistakes to Avoid

  • Vague operative language — resolutions that lack clear authority or limits create enforcement disputes and third‑party rejection.
  • Mismatched names or titles — using an incorrect entity name or signer title can invalidate banking or registry acceptance.
  • Missing quorum or improper notice — accepting a vote without required notice or quorum may void the action under bylaws.
  • Improper delegation — failing to specify delegated powers, time limits, or reporting obligations increases legal and operational risk.

Risks and Consequences of an Incorrect Resolution

Invalid Action: May be unenforceable against third parties
Fiduciary Liability: Directors may face personal liability for improper or unauthorized acts
Contractual Rejection: Banks or counterparties can refuse documents lacking clear authority
Regulatory Exposure: Noncompliance with state or federal obligations can trigger penalties
Tax Consequences: Incorrect authorization for financial actions can lead to adverse tax treatment
Recordkeeping Deficit: Insufficient archives complicate audits or litigation defense

eSignature Pricing and Feature Snapshot

Compare starting price and key capabilities across common eSignature providers to match platform selection with your volume and compliance needs.

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 by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Body Corporate Resolutions

Answers to common questions on validity, signing, notarization, and storage for resolution templates used by U.S. entities.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users