Is an electronic signature valid?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided the signature meets intent, consent, attribution, and retention requirements.

When is notarization required?

Notarization depends on the document purpose and state law. Real-estate-related instruments or durable powers of attorney often require a notary; confirm state requirements before execution.

What happens if the signer’s name differs?

Name mismatches may delay acceptance by banks or counterparties. Use the exact legal name from formation documents and include a cross-reference (DBA) if applicable.

Can a board resolution be signed electronically?

Yes in most jurisdictions if the e-signature meets ESIGN/UETA standards and the entity’s bylaws or policies permit electronic approval.

How long should I retain the document?

Retain executed business action documents for the active term plus an appropriate statutory or policy period; many entities keep records at least seven years.

How to prove signer identity after signing?

Preserve the signing platform’s audit trail showing timestamps, IP addresses, authentication steps, and the certificate of completion to demonstrate signer attribution.

Electronic Signature
Templates
Miscellaneous
Business Action Document

Business Action Document

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

Business Action Document

This Business Action Document (the "Agreement") is made effective as of Effective Date: by and between:

Company A Name: Company A Address: Company B Name: Company B Address:

WHEREAS

WHEREAS, Company A is engaged in the business of providing certain goods and/or services and has requested that Company B undertake specific business actions described herein; and

WHEREAS, Company B represents that it has the experience, capacity and authority to perform the actions and deliverables set forth in this Agreement and agrees to perform such actions under the terms contained herein.

WHEREAS, the parties wish to set forth in writing the scope, compensation, confidentiality and other terms governing the actions to be undertaken.

Scope of Work

Describe the actions, deliverables and milestones:

Payment Terms

Compensation for the actions described in the Scope of Work shall be as follows:

Total Agreed Amount (USD): Payment Schedule / Milestones:

Late Payment Fee: If any undisputed amount due is not paid within days of the due date, interest shall accrue at the lesser of or the maximum rate permitted by applicable law.

Term and Termination

Term: This Agreement commences on Start Date: and will continue in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

The parties acknowledge that in the course of performance they may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or strategic information disclosed in any tangible or intangible form and identified as confidential or which by its nature would reasonably be understood to be confidential.

Each party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, advisors, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Specify any exclusions or specific confidential categories (optional):

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to Confidential Information the disclosure of which is required by law, provided that the disclosing party is given prompt notice and opportunity to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No modification or waiver of any provision shall be effective unless in writing and signed by both parties.

Certifications and Authority

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the individual signing on its behalf is duly authorized to bind such party.

Company A - Authorized Representative:

Print Name:

By (Signature):

Date:

Title:

Company B - Authorized Representative:

Print Name:

By (Signature):

Date:

Title:

What the Business Action Document Is and When It’s Used

A Business Action Document is a formal, written record that authorizes or documents a specific corporate action, decision, or instruction. It typically identifies the acting party, the action to be taken, the effective date, and any approvals or conditions required. Examples include board resolutions, officer authorizations, bank signatory updates, vendor contract approvals, and one-off operational directives. The document serves as evidence of authority, supports internal controls, and may be used externally to verify permissions when interacting with banks, third parties, or regulators.

Why a Clear Business Action Document Matters

A clear, well-structured Business Action Document reduces ambiguity about authority, creates an auditable record, and helps satisfy third-party and regulatory requirements. When executed correctly it provides enforceable evidence of the decision, clarifies responsibilities, and supports downstream processes like banking, contract performance, and filings.

Who Typically Prepares and Signs This Document

These documents are used across departments and entity types; the following profiles commonly prepare or sign them.

Corporate Officers and Board Members responsible for formal corporate approvals and resolutions.
Finance and Treasury teams who need to update bank signatories or authorize payments and transfers.
Legal and Contracts staff that finalize authorization language and ensure compliance with bylaws and statutes.

Use the role descriptions below to match signatory authority to your entity’s bylaws, operating agreement, or delegated authority policy.

Authority Roles

Board Chair

The Board Chair signs or certifies resolutions when action requires board-level authorization. Confirm the board minutes or corporate bylaws that delegate signature authority and whether a clerk or corporate secretary must attest.

Authorized Officer

An authorized officer (CEO, CFO, Treasurer) executes day-to-day corporate actions under an existing delegation. Verify written delegation, corporate record entries, and any bank or counterparty acceptance criteria before signing.

Core Elements of a Professional Business Action Document

A robust Business Action Document balances clarity and legal sufficiency. The items below are commonly included to ensure the document is actionable and defensible.

Title and Parties

A clear title plus full legal names of the entity and any counterparty, including entity type (LLC, Inc.) and jurisdiction of formation.

Recitals

Short background statements explaining why the action is needed and referencing prior authorizations or relevant facts.

Action Clause

A precise description of the authority granted or action approved, including dollar limits, scope, and any required conditions.

Effective Date

The specific date when the authorization becomes operative; tie this to performance obligations or filing deadlines when relevant.

Signatures

Signature blocks for all required signatories, including printed name, title, and date; note witness or notary lines if required.

Recordkeeping

A statement identifying where the executed document will be retained (corporate minute book, digital repository) and who maintains custody.

Step-by-Step: Preparing and Executing the Document

Follow these steps to prepare, approve, and record a Business Action Document consistently.

01

Draft: Prepare a clear draft with recitals, the action clause, and a signature block.
02

Review: Have legal and finance review for authority, limits, and tax implications.
03

Authorize: Obtain signatures per bylaws or delegation: officer, board, or both as required.
04

Record: File the executed document in the corporate minute book and upload to secure storage.

Configuring an Online Workflow for This Document

Set up your digital workflow to match approval order, authentication level, and storage rules.

Field	Configuration
Signature Authentication	Email link, SMS code, or multi-factor for higher-value actions
Notifications	Automatic reminders and completion notifications to stakeholders
Routing Order	Specify sequential or parallel approvers based on delegations
Template Library	Store approved templates for reuse and version control

Where to Send and How the Signed Document Travels

A typical distribution path ensures all stakeholders and external parties receive a copy and the master record is retained.

To Signers: Send by secure email link or in-app request for electronic signature.
To Countersigners: Route to additional officers or the board clerk in the required order.
To External Parties: Provide signed copies to banks or vendors as needed.
To Records: Store the executed PDF and audit trail in the corporate repository.

Technical Considerations for Digital Signing and Storage

Verify platform capabilities before sending critical authorizations to ensure legal and operational acceptance.

Integrations: Connectors for Salesforce, NetSuite, Google Workspace, Box, and Microsoft 365 simplify routing and storage.
Authentication: Support for email links, SMS codes, and advanced signer verification where required.
Formats: Accepts PDF, DOCX, and preserves an audit trail for each signed copy.

Comparison: eSignature Vendor Pricing and Features

Basic pricing and common capabilities for popular eSignature providers. signNow appears first to show its entry-level cost and feature positioning.

	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

Security and Compliance Features to Verify

Encryption: TLS 1.2/1.3; AES-256 at rest

Certifications: SOC 2 Type II; ISO 27001; PCI DSS

HIPAA: BAA available for protected health information

Audit Trail: Tamper-evident logs and timestamps

Authentication: Multi-factor options and advanced signer verification

Accessibility: WCAG 2.0 Level AA compliance

Key Risks and Potential Penalties

Enforceability Risk: Improper execution may render authorization unenforceable

Tax Penalties: Incorrect filings can trigger IRC §6721 penalties

I-9 Violations: Missing records may incur $281–$2,789 fines

Notary Errors: Improper notarization can delay acceptance

Privacy Breach: Exposing PHI without BAA may violate HIPAA

Fraud Risk: Weak authentication increases impersonation risk

Common Mistakes to Avoid

Using informal or vague language that fails to identify the precise authority granted or any dollar limits.
Failing to verify that the signer has delegated authority under corporate bylaws or a board resolution.
Omitting required attestations, witness lines, or notary acknowledgements when counterparty or state law demands them.
Storing only email copies without the platform’s audit trail, which may make it hard to prove the signing process.

Practical Tips for Accurate and Efficient Completion

Adopt standard templates, role-based approvals, and an archival policy to reduce errors and speed processing.

Use Approved Templates

Maintain a controlled library of templates reviewed by legal to ensure consistent language and required clauses.

Match Approval Levels

Enforce routing rules that reflect delegation of authority and avoid after-the-fact signings.

Preserve Audit Trails

Retain signed PDFs with the platform’s certificate of completion to document signer identity and timestamps.

Limit Attorney Review

Reserve legal review for non-routine or high-value actions to control cost and reduce friction.

Real-World Examples of Business Action Documents

These compact narratives show how organizations use formal action documents in practice.

Optica Ventures

Optica used a standardized action document to authorize vendor onboarding quickly

Rapid approval reduced setup time for new suppliers
The company linked the executed document to its ERP and bank records to ensure immediate operational alignment and audit readiness.

Martin Properties

A property management firm executed a board-authorized signatory change online

The bank accepted the e-signed authorization without in-person notarization
The team retained the signed PDF and audit trail in its minute book, enabling seamless account updates and regulatory proof.

Frequently Asked Questions and Troubleshooting

Answers to common questions about execution, validity, and practical handling of Business Action Documents.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided the signature meets intent, consent, attribution, and retention requirements.
When is notarization required?
Notarization depends on the document purpose and state law. Real-estate-related instruments or durable powers of attorney often require a notary; confirm state requirements before execution.
What happens if the signer’s name differs?
Name mismatches may delay acceptance by banks or counterparties. Use the exact legal name from formation documents and include a cross-reference (DBA) if applicable.
Can a board resolution be signed electronically?
Yes in most jurisdictions if the e-signature meets ESIGN/UETA standards and the entity’s bylaws or policies permit electronic approval.
How long should I retain the document?
Retain executed business action documents for the active term plus an appropriate statutory or policy period; many entities keep records at least seven years.
How to prove signer identity after signing?
Preserve the signing platform’s audit trail showing timestamps, IP addresses, authentication steps, and the certificate of completion to demonstrate signer attribution.

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