Are eSignatures legally valid for this document?

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

When is notarization required?

Notarization is required when a counterparty or state law demands it, or to create a self-proving record. Check the receiving party’s requirements and the state notary rules where the document will be relied upon.

Who can sign for the company?

The grantor should be an officer or party authorized under the entity’s bylaws or operating agreement; include a board resolution or minutes to evidence internal authorization for third parties.

How do I revoke an outstanding delegation?

Send a written revocation signed by the same authority that granted the delegation, notify affected third parties in writing, and record the revocation in corporate minutes to prevent further reliance.

Can banks require additional proof?

Yes. Banks commonly request certified board resolutions, specimen signatures, and an original or notarized copy; follow the bank’s checklist to avoid processing delays.

What are common causes of rejection?

Mismatched entity names, unsigned attestation lines, absence of supporting board minutes, or missing notarization when required are frequent reasons for refusal by counterparties.

Electronic Signature
Templates
Miscellaneous
Business Acting Document

Business Acting Document

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

BUSINESS ACTING DOCUMENT

This Business Acting Document (the "Agreement") is made effective as of by and between Principal Name: located at Principal Address: and Agent Name: located at Agent Address: .

RECITALS

WHEREAS, Principal is engaged in the operation of its business and requires one or more persons or entities to act on its behalf with respect to limited business functions, and Principal desires to retain Agent to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Agent represents that it has the experience, capacity and authority to perform the services described herein and is willing to act on Principal's behalf pursuant to the terms of this Agreement; and

WHEREAS, the parties wish to set forth in writing the scope of the authority being granted, payment terms, and remedies for breach.

SCOPE OF WORK

Agent shall perform the services described below on behalf of Principal. Agent shall act only within the authority expressly granted by Principal and in accordance with applicable law.

Describe Scope of Services

PAYMENT TERMS

In consideration for services rendered by Agent, Principal shall pay Agent the fees and expenses set forth below. All fees are due pursuant to the schedule and methods described herein.

Compensation — Amount Payment Schedule and Method Late Fee

Overdue payments shall incur a late fee of % per month compounded, or a flat fee of , whichever is greater, until paid in full.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the intended termination date. Termination shall not relieve either party of obligations incurred prior to termination, including payment for services rendered.

CONFIDENTIALITY

For the duration of this Agreement and for a period of years thereafter, each party shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other party, except: (a) to the extent required by law or court order; (b) information that becomes publicly available through no fault of the receiving party; or (c) information already rightfully in the possession of the receiving party prior to disclosure. "Confidential Information" includes non-public financial data, customer lists, pricing, trade secrets, and business strategies. The obligations under this clause shall survive termination of this Agreement.

REPRESENTATIONS; INDEMNIFICATION

Each party represents and warrants that it has the authority to enter into this Agreement. Agent shall perform services in a professional manner consistent with industry standards. Agent shall indemnify and hold harmless Principal from and against liabilities, losses, claims, and expenses arising out of Agent's willful misconduct or gross negligence in the performance of services. Principal shall indemnify Agent for liabilities arising from Principal's misrepresentations or material breach of this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by written notice to the other.

Principal Notice Address Agent Notice Address

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that no third party shall have any right to enforce any term of this Agreement except as provided herein. Headings are for convenience only and shall not affect interpretation.

Principal (Print Name):

By:

Date:

Agent (Print Name):

By:

Date:

What a Business Acting Document Is

A Business Acting Document is a formal written authorization that allows a named individual or delegate to act on behalf of a business entity for a defined purpose or transaction. It typically records the scope of authority, effective date, any limitations, and the corporate or organizational approval that empowers the agent to sign, file, negotiate, or otherwise represent the company.

Why a Clear Business Acting Document Matters

A precise Business Acting Document reduces ambiguity about who may bind the company, helps meet bank and vendor requirements, and provides an evidentiary record for audits or disputes under state corporate law and contract rules.

Who typically creates or signs this document

Organizations, professionals, and counterparties rely on a Business Acting Document when authority must be delegated in writing prior to transaction execution.

Corporate officers and corporate secretaries who document delegated signing authority for contracts and bank transactions.
Registered agents, in-house counsel, and external counsel preparing a formal certification of authority for use with third parties.
Banks, escrow agents, and vendors that require proof of an individual’s authority before releasing funds or performing services.

Maintain a signed record and share it with banks, regulators, counterparties, and internal approvers to avoid reliance disputes.

Typical signers and document sponsors

Chief Financial Officer

The CFO often signs or approves Business Acting Documents that grant payment, banking, or financial transaction authority; the document should reference corporate resolutions and identify any dollar limits or signatory tiers.

Corporate Secretary

The corporate secretary typically certifies board resolutions and provides attestation language confirming that the delegation is authorized under the entity’s bylaws or operating agreement; attach meeting minutes when required.

Essential data and compliance elements

Entity Name: Exact registered legal name

Authorized Person: Full legal name and title

Scope: Specific actions permitted

Effective Date: MM/DD/YYYY format

Duration: Fixed end date or 'until revoked'

Authority Basis: Resolution or operating agreement

Core sections your Business Acting Document should include

A well-drafted Business Acting Document organizes authority clearly, documents the legal basis, and records signatures and attestations so third parties can rely on it without extra inquiry.

Title

Label the instrument plainly (for example, 'Business Acting Document' or 'Certificate of Authority') so recipients immediately recognize its purpose and can file it with corporate records.

Recitals

Brief background facts explaining why authority is delegated, citing the board resolution, shareholder authorization, or operating agreement provision that permits the delegation.

Grant of Authority

A precise statement of powers granted, including transaction types, monetary thresholds, and whether the authority is exclusive or concurrent with other officers.

Limitations

Any prohibited actions, required pre-approvals, or dollar caps; specify whether the delegate can sub-delegate authority and the process for seeking exceptions.

Execution Block

Signature lines for the granting authority, the authorized individual, and an attesting corporate officer or notary if required by third parties.

Record Cross-Reference

Reference board minutes, resolution numbers, or company records so reviewers can verify corporate authorization without additional paperwork.

Step-by-step: completing and executing the document

Follow these steps in order to prepare an enforceable Business Acting Document and reduce the chance of third-party rejection.

01

Draft the text: Describe scope, limits, duration, and references to corporate authorization.
02

Attach authority: Include certified board resolution or minutes for verification.
03

Sign and attest: Obtain signatures from the grantor and attesting officer; notarize if requested.
04

Distribute copies: Provide certified copies to banks, countersigners, and internal records.

Typical processing flow for use and verification

A Business Acting Document moves through a predictable route: draft, certify, sign, verify, and rely; this sequence helps third parties accept the authority without additional due diligence.

Draft Creation: Prepare the document with precise authority language and references.
Internal Approval: Obtain board or manager approval and attach minutes.
Execution: Sign by authorized grantor and attestor; notarize if required.
Third-Party Reliance: Provide to banks, vendors, or counterparties who will accept the authority.

Digital workflow settings for eCompletion

Configure a digital workflow to collect signatures, attach source documents, and capture an audit trail for later verification and compliance.

Field	Configuration
Signature Type	Audit-trail eSignature
Authentication	Email or SMS code
Attachments	Board minutes PDF required
Retention	Secure storage with 7+ year retention

Technical considerations for eSigning and storage

Choose a signing platform that captures an audit trail, supports required authentication, and stores signed records in tamper-evident form.

File Formats: PDF, DOCX
Integrations: Banking systems and cloud storage
Security: TLS in transit; AES-256 at rest

Timing and processing expectations

Consider internal approval timelines and external reliance needs when setting effective dates and expiry provisions.

Board Approval Lead Time:

Allow 7–14 business days for formal minutes and resolutions

Notarization Scheduling:

Schedule 1–3 business days for in-person or RON sessions

Bank Verification:

Banks may require 3–5 business days for internal vetting

Internal Record Filing:

Store original in minute book immediately after execution

Third-Party Acceptance:

Vendors may request certified copy before engaging

Common preparation pitfalls to avoid

Using informal or vague language about the scope of authority, which can lead third parties to refuse reliance or request additional documentation.
Failing to attach the board resolution or minutes that the document purports to rely on, causing verification delays with banks or regulators.
Not specifying monetary limits or transaction types, which can expose the company to unauthorized obligations or fraud risk.
Omitting dates, expiration language, or attestation clauses, creating ambiguity about whether the authority remains in force.

Risks and legal consequences of errors

Contract Invalidity: Counterparty may refuse enforcement

Bank Rejection: Delay of transactions or frozen accounts

Fiduciary Claims: Company exposed to internal liability

Regulatory Scrutiny: Potential administrative penalties

Fraud Exposure: Unauthorized acts may be contested

Operational Delay: Lost revenue from transaction hold

How this document differs from a Power of Attorney

Not all delegations are the same; compare a Business Acting Document to a general Power of Attorney to choose the right instrument.

Criteria	Business Acting Document	Power of Attorney
Scope	limited to corporate acts	broad legal acts
Formality	corporate resolution referenced	often notarized and statutory
Third-Party Reliance	accepted by banks with minutes	requires explicit acceptance
Revocation	board may revoke	statutory revocation process

Typical eSignature vendor comparison for this document

Simple pricing and capability comparison. signNow appears first per platform data; verify current vendor offers before purchasing.

	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	Varies	Varies	Varies
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 how organizations use the document

These two examples show different contexts where a Business Acting Document resolves authority and speed issues.

Optica Ventures

A venture firm needed off-cycle signing authority for acquisition contracts to close quickly.

They attached board minutes and dollar limits.
The certified Business Acting Document allowed the operations lead to execute time-sensitive purchase agreements without delaying board meetings.

Martin Properties

A property manager required agent authority to sign leases while the owner was overseas.

The document included scope limited to leases under three years and a $100,000 cap.
Title companies and leasing counters accepted the certification with attached resolution, speeding occupancy schedules.

Common questions and practical answers

Answers to frequent questions about validity, notarization, revocation, and third-party acceptance for Business Acting Documents.

Need help? Contact support

Are eSignatures legally valid for this document?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and by state UETA laws where adopted, provided intent, consent, attribution, and reliable record retention are satisfied.
When is notarization required?
Notarization is required when a counterparty or state law demands it, or to create a self-proving record. Check the receiving party’s requirements and the state notary rules where the document will be relied upon.
Who can sign for the company?
The grantor should be an officer or party authorized under the entity’s bylaws or operating agreement; include a board resolution or minutes to evidence internal authorization for third parties.
How do I revoke an outstanding delegation?
Send a written revocation signed by the same authority that granted the delegation, notify affected third parties in writing, and record the revocation in corporate minutes to prevent further reliance.
Can banks require additional proof?
Yes. Banks commonly request certified board resolutions, specimen signatures, and an original or notarized copy; follow the bank’s checklist to avoid processing delays.
What are common causes of rejection?
Mismatched entity names, unsigned attestation lines, absence of supporting board minutes, or missing notarization when required are frequent reasons for refusal by counterparties.

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