Who may sign the resolution?

Typically the corporate secretary or an authorized officer signs and certifies the resolution. Check bylaws for required signatories; when in doubt, have board minutes or written consent attached to show authority.

Is an electronic signature valid?

Yes — electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and most state UETA laws when the signature demonstrates intent, consent, attribution, and records retention. Some recipients still require notarization or wet ink.

When is notarization required?

Notarization is required only when a recipient (bank, title company) or state law requests it. For deeds and some third-party processes, notarized certifications or RON sessions may be necessary.

How do I revoke or amend authority?

Adopt a new board resolution that expressly revokes prior authority or amends scope. Distribute certified copies of the revocation to banks and counterparties to prevent reliance on the prior resolution.

What supporting documents should accompany the resolution?

Attach board minutes or written consents, articles of incorporation, and officer identification. Financial institutions commonly request a corporate secretary certification confirming the resolution's adoption.

How long before third parties accept the document?

Acceptance can be immediate for electronically signed, clearly worded resolutions; banks and title companies may take 24–72 hours for internal review or request notarized originals.

Electronic Signature
Templates
Miscellaneous
Business Authorization Resolution

Business Authorization Resolution

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

BUSINESS AUTHORIZATION RESOLUTION

Company Name:

State of Incorporation/Organization: Resolution Number:

WHEREAS

WHEREAS, the Board of Directors (or members, as applicable) of the Company has convened a duly called meeting on at which a quorum was present and acting throughout;

WHEREAS, it is in the best interest of the Company to delegate authority to certain individual(s) to act on behalf of the Company for the purposes set forth below and subject to any limitations stated herein;

WHEREAS, the Board has determined that the delegations and authorizations described in this Resolution will promote the orderly conduct of the Company’s business and operations;

RESOLVED — AUTHORIZATION

RESOLVED, that the following individual(s) are hereby appointed and authorized to act on behalf of the Company with the powers and limitations set forth in this Resolution:

Authorized Person 1 — Name and Title Authorized Person 2 — Name and Title (optional)

The authorized individual(s) shall have authority to take the following actions on behalf of the Company (check applicable items and complete any additional detail fields):

Powers Granted

Open, maintain and close bank and deposit accounts; endorse, deposit and negotiate checks, drafts and other instruments.

Execute and deliver contracts, agreements and instruments necessary or appropriate to carry out the company's business.

Negotiate, obtain and guarantee loans, lines of credit or other extensions of credit subject to limits set forth below.

Hire, terminate and manage employees, independent contractors and agents consistent with Company policy.

Delegate authority to other employees or agents to perform the functions authorized herein, subject to reporting requirements.

Other (describe below).

If Other, describe

SCOPE AND LIMITATIONS

The authority granted by this Resolution is subject to the following limitations and conditions:

Scope of Authority Monetary Limits (if any) Reporting and Approval Requirements

EFFECTIVE DATE, TERM AND TERMINATION

This Resolution shall become effective on and shall remain in full force and effect until unless earlier revoked or amended by the Board. If no termination date is specified, the authorization continues until revoked by the Board.

Notice of Revocation or Amendment

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors (or members) of the Company at a meeting at which a quorum was present and voting, and that said resolution remains in full force and effect on this date, and has not been amended or revoked.

Certified By (Printed Name) Position/Title of Certifier

MISCELLANEOUS PROVISIONS

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the state specified here: .

Severability: If any provision of this Resolution is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

Ratification: All actions taken by the authorized individual(s) prior to the adoption of this Resolution in furtherance of the matters contemplated hereby are ratified and confirmed.

Entire Agreement: This Resolution constitutes the entire written authorization regarding the matters set forth herein and supersedes any prior written delegations pertaining to the same subject matter.

Chair/Authorized Officer — Printed Name:

By:

Date:

Corporate Secretary — Printed Name:

By:

Date:

What a Business Authorization Resolution Is and When It’s Used

A Business Authorization Resolution is a formal written record adopted by a company’s governing body that documents authority granted to individuals or roles to act on behalf of the business. Typical uses include authorizing officers to open bank accounts, execute contracts, grant signatory powers, approve loans, or delegate specific corporate actions. The resolution should identify the authorizing body, the precise powers granted, effective dates, and any limits or conditions. Properly executed resolutions provide clear internal authority and are commonly requested by banks, government agencies, and counterparties as proof of corporate approval.

Why a Clear Resolution Matters for Governance and Third Parties

A well-drafted Business Authorization Resolution establishes internal control, reduces ambiguity about decision-making authority, and satisfies external requests from financial institutions, vendors, and regulators. Under the ESIGN Act (15 U.S.C. §7001) and state UETA statutes, an electronically signed resolution can be legally enforceable when executed with proper intent, consent, attribution, and retention.

Who Typically Prepares and Relies on These Resolutions

Business Authorization Resolutions are used by diverse stakeholders across corporate operations.

Corporate Boards and Directors — Formalize approvals for major transactions and officer appointments.
Company Officers and Corporate Secretaries — Draft and maintain corporate records and meeting minutes.
Banks and Financial Institutions — Require resolutions to open accounts, grant signatories, or link services.

Clear distribution ensures parties that rely on the resolution—banks, partners, and internal teams—have authoritative documentation.

Step-by-step: Preparing and Executing the Resolution

Follow these sequential steps to create, approve, and distribute a Business Authorization Resolution.

01

Draft the Resolution: Prepare precise language describing the authority, limits, and effective date.
02

Obtain Board Approval: Present resolution at a duly noticed meeting or obtain written consent per bylaws.
03

Execute Signatures: Authorized signers date and sign; include notarization if required by recipient.
04

Distribute and File: Provide certified copies to banks, attach to corporate minute book, and retain electronic records.

Typical Workflow for Authorization and Acceptance

This sequence shows how a resolution moves from drafting to acceptance by external parties.

Drafting: Corporate counsel or secretary prepares the text and attachments.
Internal Approval: Board votes or written consent formalizes adoption.
Execution: Signatures collected; notarization if requested.
External Use: Copies provided to banks, vendors, or agencies as proof of authority.

Configuring an Online Signing Workflow

Set up an eSignature workflow that preserves intent, attribution, and retention while reducing friction.

Field	Setting
Signer Order	Specify sequential or parallel signing to reflect corporate approval flow.
Authentication	Require email + SMS code or stronger ID verification for high-risk signers.
Conditional Fields	Show or hide fields based on answers to preserve document integrity.
Retention Policy	Attach document retention rules and export signed PDF with audit trail.

Technical Considerations for eSigning and eSubmission

Choose platform settings that balance signer convenience with legal and regulatory requirements.

File Formats: PDF and DOCX support for signed, tamper-evident exports.
Integrations: Connectors for Salesforce, NetSuite, Microsoft 365, Google Workspace improve workflow continuity.
Authentication: Options for email, SMS, KBA, and enterprise SSO.

Core Elements to Include in a Professional Resolution

A complete Business Authorization Resolution contains specific elements that make authority clear, enforceable, and usable by third parties.

Title and Identification

State the document name, company legal name, entity type, and jurisdiction to avoid ambiguity and link to formation records.

Where Authority Comes From

Cite the board action, meeting date, or written consent that grants the authority to ensure traceability.

Authorized Actions

List specific powers (execute contracts, open accounts, sign checks) and any monetary or temporal limits to reduce downstream disputes.

Designated Individuals

Include full legal names, titles, and contact details for each person authorized to act on behalf of the company.

Effective Period

Specify when authority begins and, if applicable, when it ends or conditions that terminate it.

Certification and Execution

Include signature blocks for officers or secretaries and wording certifying the resolution is true, plus notarization if required.

Security and Compliance Items to Confirm

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

Audit Trail: Timestamp, IP, and action log retained

Regulatory Compliance: ESIGN, UETA, and 21 CFR Part 11 support

HIPAA Capability: BAA available upon request

Certifications: SOC 2 Type II and ISO 27001

Accessibility: WCAG 2.0 Level AA conformant

Common Legal and Operational Risks

Invalid Authorization: Authority unclear or outside corporate power

Signature Mismatch: Names or titles do not match formation records

Missing Notarization: Document rejected by recipient requiring notarized copy

Regulatory Exposure: HIPAA or SEC noncompliance risks

Tax Reporting Penalties: Incorrect forms trigger IRC §6721 penalties

Fraud or Unauthorized Acts: Intentional misuse can cause unlimited liability

Frequent Pitfalls to Avoid

Using vague authority language that lenders decline or require clarifying amendments
Failing to verify signatory names against corporate formation documents and minutes
Skipping notarization when the recipient specifically requests it, causing processing delays
Not recording the resolution in the corporate minute book, weakening internal audit trails

Typical Timelines and Processing Expectations

Timing varies by recipient and whether you use electronic or notarized signatures. Expect these common timeframes.

Board Approval to Execution:

Same day to 7 days depending on meeting cadence

Notary or RON Processing:

Same day for RON; in-person can be same day or next business day

Bank Acceptance:

24–72 hours for account setup after resolution receipt

Third-Party Review:

2–10 business days if legal or compliance review is required

Electronic Delivery Confirmation:

Immediate with audit trail included

eSignature Vendor Comparison for Executing Resolutions

Compare common plan and feature criteria across popular eSignature vendors. signNow is listed first per comparative format.

	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 (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies	Varies	Varies

Illustrative Use Cases

Two short examples show how organizations use a Business Authorization Resolution in practice.

Corporate Bank Account

The board authorized the CFO to open and manage corporate bank accounts.

Bank required a certified copy and officer ID for verification.
After adoption and signature capture, the company provided a certified PDF with audit trail and a notarized copy on request, enabling account opening within 48 hours.

Real Estate Closing

Directors approved an officer to execute a purchase agreement for property acquisition.

Lender required explicit monetary limits and execution authority.
The resolution included exact limits, was notarized, and delivered to counsel and escrow, enabling closing without additional board action.

Frequently Asked Questions

Answers to common questions about preparing, signing, and managing Business Authorization Resolutions.

Need help? Contact support

Who may sign the resolution?
Typically the corporate secretary or an authorized officer signs and certifies the resolution. Check bylaws for required signatories; when in doubt, have board minutes or written consent attached to show authority.
Is an electronic signature valid?
Yes — electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and most state UETA laws when the signature demonstrates intent, consent, attribution, and records retention. Some recipients still require notarization or wet ink.
When is notarization required?
Notarization is required only when a recipient (bank, title company) or state law requests it. For deeds and some third-party processes, notarized certifications or RON sessions may be necessary.
How do I revoke or amend authority?
Adopt a new board resolution that expressly revokes prior authority or amends scope. Distribute certified copies of the revocation to banks and counterparties to prevent reliance on the prior resolution.
What supporting documents should accompany the resolution?
Attach board minutes or written consents, articles of incorporation, and officer identification. Financial institutions commonly request a corporate secretary certification confirming the resolution's adoption.
How long before third parties accept the document?
Acceptance can be immediate for electronically signed, clearly worded resolutions; banks and title companies may take 24–72 hours for internal review or request notarized originals.

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