Are electronic signatures valid?

Yes. Electronic signatures that meet the ESIGN Act test are legally enforceable for interstate transactions; ensure intent, consent, attribution, and record retention (15 U.S.C. §7001).

When is notarization required?

Some states require notarization for deeds, certain powers of attorney, or specific filings. Check the applicable state notary and recording requirements before execution.

Can a remote notarization be used?

Remote Online Notarization (RON) is permitted in most states with varying rules, including identity proofing and recording; confirm the state's notary commission rules before using RON.

What happens if names do not match records?

A mismatch between the signatory name and corporate formation documents or ID can delay acceptance by banks and counterparties and may require an indemnity or corrected document.

How long should I keep executed documents?

Retain executed Business Act Documents for the active term plus at least three years; follow industry-specific rules such as IRS (3 years) and HIPAA (6 years) as applicable.

How do I correct an error after signing?

If an executed document contains an error, prepare a corrective amendment or ratification signed with the same formalities as the original and reference the original document and its date.

Business Act Document

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Business Act Document

Client Name: Client Address: Contractor Name: Contractor Address:

This Business Act Document (the Agreement) is entered into as of (Effective Date) by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client is engaged in lawful business activities and desires to retain Contractor to perform certain business services as set forth herein; and

WHEREAS, Contractor has the qualifications, experience, and ability to perform the services described in this Agreement and agrees to perform such services subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

Scope of Work

Contractor shall provide the services and deliverables described below. The scope may be amended only by written agreement signed by both parties.

Detailed Scope of Work (describe services, deliverables, schedule and acceptance criteria):

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Contractor as follows.

Total Payment Amount (USD): Payment Schedule and Method: Late Payment Fee:

All invoices shall be payable within the period stated in the Payment Schedule. If Client fails to pay any undisputed invoice by its due date, interest shall accrue on the overdue amount at the rate set forth in the Late Payment Fee above, compounded monthly to the maximum extent permitted by applicable law. Payment obligations are not subject to set-off except as expressly agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date: End Date: Termination Notice Period (days):

Either party may terminate this Agreement for convenience upon providing the notice specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

Permitted Disclosures / Exceptions (if any):

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, or longer if required by applicable law or as to trade secrets for so long as such information remains a trade secret.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State specified below, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that State for any dispute arising out of or relating to this Agreement.

Governing State:

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of all or substantially all of its assets. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that injunctive relief may be appropriate to prevent actual or threatened breaches.

Client — Printed Name:

Client — By:

Date:

Contractor — Printed Name:

Contractor — By:

Date:

What the Business Act Document Is and when it applies

A Business Act Document is a formal written instrument used to authorize, record, or effect corporate or organizational actions such as board resolutions, delegated authorities, contract approval, or one-off corporate acts. It captures the parties involved, the specific action being taken, the effective date, and the scope of authority granted. In many contexts this document establishes legal authority for officers, managers, or agents to sign contracts, open accounts, or transfer assets. Properly completed, signed, and retained, the Business Act Document supports governance, auditability, and regulatory compliance across U.S. jurisdictions.

Why a clear Business Act Document matters

A concise, correctly executed Business Act Document reduces ambiguity about who may act on behalf of an organization, documents the legal basis for transactions, and creates an auditable record for internal controls and external review.

Who typically prepares or signs this document

Different roles prepare and sign Business Act Documents depending on the organization and the action being authorized.

Board members and corporate secretaries who record formal board resolutions and delegated powers.
Chief officers or department heads who authorize contract execution or financial transactions within delegated limits.
Legal counsel and compliance officers who verify wording, signatures, and retention requirements for regulatory and tax purposes.

Ensure the preparer identifies the correct signatory authority and documents any board minutes, meeting approvals, or delegation that supports the act.

Core sections every Business Act Document should include

A complete Business Act Document organizes the action, parties, authority, timing, and authentication to ensure enforceability and traceability.

Title and Recitals

A clear title plus recitals that explain the background facts and legal basis for the action, including references to governing documents such as bylaws or operating agreements.

Parties

Full legal names and capacities of the parties and designees, specifying whether signatories act individually, jointly, or as authorized agents for an entity.

Action Description

Precise description of the authorized action, including limits, conditions, effective dates, and any monetary or non-monetary thresholds.

Authority Clause

Citation of the corporate or organizational authority for the act (bylaws, board resolution, member vote), and reference to the minute entry if applicable.

Signatures and Authentication

Signature blocks for authorized signers with printed names, titles, dates, and any notary or witness spaces required by state law or internal policy.

Retention and Attachments

List of supporting documents (minutes, prior resolutions, exhibits) and instructions on where and how the executed document will be retained.

Step-by-step: completing the Business Act Document

Follow an ordered process to prepare, approve, sign, and store the document so it is legally effective and auditable.

01

Prepare: Draft the document with precise action language and cite authorizing bylaws or resolutions.
02

Review: Legal or compliance review confirms wording and necessary approvals are present.
03

Authorize: Obtain required board/member approval or written consent, and record minutes if applicable.
04

Execute: Sign, date, and complete notarization or witness steps where required by policy or state law.

Typical routing and processing flow for approvals

A standard routing path minimizes delays and clarifies responsibility for each stage of execution and retention.

Creator: Drafts the document and attaches supporting minutes or exhibits.
Reviewer: Legal or finance validates authority, scope, and tax consequences.
Approver: Board or delegated officer signs or records approval as required.
Archivist: Files executed copy in the corporate records repository with retention metadata.

Recommended digital workflow settings for eCompletion

Configure your e-signing workflow to capture signer identity, sequence, and required attachments for auditability.

Field	Configuration
Signer Order	Sequential routing to ensure approvals occur in the correct order
Authentication	Email link with optional SMS code or knowledge-based check for higher assurance
Required Attachments	Enforce upload of minutes or board resolution before final signature
Audit Trail	Capture IP, timestamp, and action log for each recipient

Digital signing: technical and integration considerations

Ensure the platform supports required authentication, storage formats, and integrations with your systems of record.

File Formats: PDF and DOCX input/output to preserve formatting and metadata
Integrations: Connectors to CRM, ERP, and cloud storage such as Salesforce, NetSuite, Microsoft 365, Google Workspace
Security Standards: Transport encryption (TLS) and at-rest encryption (AES-256) for audited storage

Capture and retain a machine-readable audit trail alongside the executed PDF so records are reproducible for audits and regulators.

Timing considerations and common deadlines

Identify any statutory, contractual, or internal deadlines that affect the validity or enforceability of the authorized action.

Effective Date Entry:

Use MM/DD/YYYY and confirm it aligns with board minutes or meeting date

Regulatory Filings:

Some transactions may trigger filings with state agencies; check local filing deadlines

Tax Reporting:

Actions that affect withholding or payments may change reporting obligations; verify IRS timelines

Record Retention Start:

Retention periods usually begin on the effective or filing date, depending on the rule

Review Cycle:

Schedule periodic reviews of delegated authority to avoid expired permissions

Common preparation mistakes to avoid

Using informal titles or nicknames for signatories that do not match corporate records, creating acceptance issues with banks and counterparties.
Failing to attach or reference the board resolution or minute book entry that authorizes the action, leaving authority unexplained.
Leaving scope or monetary limits ambiguous, which can result in banks declining transactions or internal disputes over authority.
Skipping notarization or witness steps required by state law or internal policy, which can render the document inadmissible in some proceedings.

Consequences of an incorrect or incomplete Business Act Document

Contract Invalidity: Counterparties may refuse to recognize unauthorized signatures

Financial Liability: Organization may be liable for unauthorized transactions

Regulatory Sanctions: State or federal regulators may impose penalties for deficient corporate records

Tax Withholding Risk: Incorrect authority can trigger withholding or reporting errors

Audit Findings: Internal or external auditors may cite control weaknesses

Litigation Exposure: Disputes over authority can lead to costly litigation

Common eSignature vendor pricing and capabilities for executing Business Act Documents

Platform choice affects authentication, audit trails, storage, and cost. The table summarizes starting prices and key capability differences among major vendors.

	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	Varies	Varies

Frequently asked questions and troubleshooting tips

Answers to common questions about validity, signatures, notarization, and recordkeeping for Business Act Documents.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures that meet the ESIGN Act test are legally enforceable for interstate transactions; ensure intent, consent, attribution, and record retention (15 U.S.C. §7001).
When is notarization required?
Some states require notarization for deeds, certain powers of attorney, or specific filings. Check the applicable state notary and recording requirements before execution.
Can a remote notarization be used?
Remote Online Notarization (RON) is permitted in most states with varying rules, including identity proofing and recording; confirm the state's notary commission rules before using RON.
What happens if names do not match records?
A mismatch between the signatory name and corporate formation documents or ID can delay acceptance by banks and counterparties and may require an indemnity or corrected document.
How long should I keep executed documents?
Retain executed Business Act Documents for the active term plus at least three years; follow industry-specific rules such as IRS (3 years) and HIPAA (6 years) as applicable.
How do I correct an error after signing?
If an executed document contains an error, prepare a corrective amendment or ratification signed with the same formalities as the original and reference the original document and its date.

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