What is the purpose of this resolution?

A resolution documents who may act for the company and the scope of their authority. It serves as evidence for banks, vendors, and regulators that signers were properly authorized under corporate governance rules and recorded minutes.

Who must sign the resolution?

Typically a corporate secretary or an officer certifies the resolution; authorized signers named in the text execute operational documents. Follow bylaws to confirm who may certify and whether a board majority is required to adopt the resolution.

Does the resolution need notarization?

Notarization is not universally required but many banks and third parties request a notarized or remotely notarized certified copy. Confirm recipient expectations and state notary rules before execution.

Can I eSign the resolution?

Yes. Electronic signatures are legally recognized under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

How do I revoke or amend authority?

Adopt a new resolution revoking or amending prior authority, record it in minutes, and distribute certified copies of the revocation to parties that relied on the original authorization.

Where should executed resolutions be stored?

Store originals with corporate minutes and maintain certified digital copies in secure records systems. Retain according to applicable statutes and industry rules to support audits or legal disputes.

Electronic Signature
Templates
Miscellaneous
Business Authorizing Resolution

Business Authorizing Resolution

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

BUSINESS AUTHORIZING RESOLUTION

Company Name: Entity Type (select all that apply):

Corporation Limited Liability Company (LLC) Partnership Other

State or Jurisdiction of Formation:

The undersigned, being the duly elected and acting board of directors or members of the Company, met in accordance with the bylaws and applicable law on , at which a quorum was present and acting throughout.

WHEREAS

WHEREAS, the Company is duly organized and validly existing under the laws of , and is authorized to transact business and carry out the purposes set forth in its formation documents;

WHEREAS, the board of directors or members have determined that it is in the best interests of the Company to authorize certain officers or agents to act on behalf of the Company with respect to specified matters set forth in this Resolution;

WHEREAS, the board desires to memorialize the authority granted and the limitations of such authority by adopting this Business Authorizing Resolution.

RESOLUTIONS

RESOLVED, that the following individual is hereby appointed and authorized to act on behalf of the Company (the "Authorized Representative"):

Authorized Representative Name: Title / Position:

RESOLVED FURTHER, that the Authorized Representative is empowered, on behalf of the Company, to negotiate, execute, deliver and perform all instruments, documents, contracts and agreements; to open, maintain and close bank accounts; to endorse and negotiate checks and other instruments; and to take such other actions as are necessary or appropriate to effectuate the foregoing, subject to the limitations set forth in this Resolution.

RESOLVED FURTHER, that the authority granted by this Resolution shall be limited to commitments not exceeding USD per transaction unless expressly approved in writing by the board of directors or members.

SCOPE OF WORK

TERM AND TERMINATION

This Resolution shall become effective as of and shall remain in full force and effect until , unless earlier revoked or amended by the board of directors or members upon notice given not less than days' written notice.

CONFIDENTIALITY

The Authorized Representative, and any agent acting under this Resolution, shall treat all non-public information obtained in the course of carrying out authorized duties as confidential and shall not disclose such information except as required by law or with the prior written consent of the Company. The Company may seek all available equitable and legal remedies in the event of unauthorized disclosure.

GOVERNING LAW

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

ENTIRE RESOLUTION

This Resolution constitutes the entire resolution of the board of directors or members with respect to the subject matter hereof and supersedes all prior resolutions, whether written or oral, relating to the matters addressed herein.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of the Resolution duly adopted by the board of directors or members of the Company on the date first written above and that the Resolution remains in full force and effect.

Secretary Printed Name: Secretary Title:

Company Representative:

By:

Date:

Secretary:

By:

Date:

What a Business Authorizing Resolution Is

A Business Authorizing Resolution is an internal corporate document that records a board or member decision granting authority to named individuals to act on the company’s behalf. It identifies the approving body, specifies the powers conferred (for example, opening bank accounts, entering contracts, or executing specified agreements), and establishes effective dates and any limits. The resolution is typically adopted at a formal meeting, recorded in minutes, and retained with corporate records as proof of delegated authority for banks, vendors, and government agencies.

Why Adopt a Formal Authorizing Resolution

A clear resolution provides documentary proof of authority, reduces disputes about signing rights, and satisfies financial institutions and counterparties that require formal corporate authorization before accepting executed instruments.

Who Typically Prepares and Relies on This Resolution

Keep the executed resolution with corporate minutes and circulate certified copies to banks, major vendors, and internal recordkeepers.

Banking partners and lenders who need verified signer authority for account management.
Vendors and counterparties that require executed contracts from authorized representatives.
Internal compliance and HR teams establishing signing authority for payroll and benefits.

Core Elements to Include in a Professional Resolution

A complete resolution is concise but specific: it names the authorizing body, identifies the individuals and their titles, describes the scope of authority, sets effective and expiration dates if any, references meeting minutes or consent action, and provides signature blocks and notarization details where required.

Title

A clear title such as 'Business Authorizing Resolution' and applicable corporate identifier to avoid confusion.

Recitals

A short background stating the meeting or written consent and legal basis for the action.

Authorization Clause

Specific powers granted, including limits, dollar caps, and whether authority is transferable or revocable.

Effective Date

Date when authority begins and any termination or review date if authority is not perpetual.

Certification

A secretary or officer certification attesting that the resolution was duly adopted and remains in force.

Signature Block

Printed name, title, signature lines, and space for notarization or corporate seal when required.

Step-by-Step: Adopt and Distribute the Resolution

Follow a consistent process—from drafting through distribution—to ensure legal validity and operational acceptance.

01

Draft: Prepare precise language describing authority and limits.
02

Adopt: Approve at a board meeting or by written consent per bylaws.
03

Record: Enter adoption into corporate minutes and retain the signed resolution.
04

Distribute: Provide certified copies to banks, vendors, and internal teams.

Online Workflow Setup for eSigning and Distribution

Configure a digital workflow that captures signatures, audit trails, and secure distribution to required parties.

Field	Configuration
Signatures	Set roles for signer, certifier, and witness fields
Authentication	Use email verification or SMS code for signer identity
Notary	Enable remote notarization option where state permits
Storage	Archive signed PDFs with searchable metadata

Where to Send the Finalized Resolution

Route certified copies to external parties who commonly require evidence of authority and to internal recordkeepers for compliance.

Banks: Provide certified copy and corporate seal for new accounts or signer updates.
Vendors: Share with contracting counterparty to authorize contract execution.
Internal Records: File executed resolution with corporate minutes and secretary records.
Regulators: Send to agencies only when statutorily required or requested.

Technical Considerations for Digital Completion and eSubmission

Use platforms that retain tamper-evident PDFs, comprehensive audit trails, and allow certified copies to be exported for banks and legal files.

Authentication: Email, SMS, or KBA options
File formats: PDF and DOCX supported
Integrations: Connects with CRM and cloud storage

eSignature Provider Comparison for Executing Resolutions

Compare common commercial eSignature features and pricing when choosing a platform to execute and distribute corporate resolutions.

	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 trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes (BAA available)	Yes (BAA available)	Varies	Varies
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Essential Data Elements to Include for Verification

Company Name: Full legal name

Resolution Date: MM/DD/YYYY

Authorized Persons: Names and titles

Scope: Specific actions authorized

Certifier: Secretary or officer

Reference: Minutes or consent record

Consequences of an Inaccurate or Missing Resolution

Contract Voidance: Third party may refuse to honor signatures

Bank Account Delays: Account openings or changes may be blocked

Liability Exposure: Unauthorized obligations could create personal liability

Regulatory Risk: Noncompliance with filing requirements

Operational Disruption: Transaction processing delays

Litigation Risk: Increased evidence disputes in court

Common Preparation Mistakes to Avoid

Using informal or ambiguous language that fails to describe the precise limits of authority, causing downstream rejection by banks or counterparties.
Mismatching the company name or using abbreviations that differ from formation documents, which prompts identity verification delays.
Failing to record the resolution in corporate minutes or to attach a certifier signature, reducing the document’s evidentiary weight.
Neglecting state notarization or witness requirements when the receiving party specifically requests a notarized or witnessed certification.

Typical Timing and Deadlines to Expect

Timelines vary by recipient; plan for immediate distribution after adoption for banking and contracting needs.

Adoption Date:

Record as the meeting or consent date; effective immediately unless otherwise stated

Bank Processing:

Banks may require same-day delivery or take several business days to update signer records

Vendor Acceptance:

Vendors typically respond within 3–10 business days after receiving certified copy

Notary Scheduling:

Allow 1–5 business days for notary appointments or RON sessions, depending on availability

Internal Filing:

Place original in minutes file immediately after signatures for compliance

Key Processing Milestones

Track adoption, certification, distribution, and record retention as sequential milestones to ensure continuous authority and audit readiness.

01

Draft Completion

Finalize precise language and circulation copy for board review

02

Board Adoption

Approve by motion at meeting or by written consent per bylaws

03

Certification

Officer or secretary signs and, if required, notarizes the resolution

04

Distribution

Send certified copies to banks, vendors, and internal records

Frequently Asked Questions About Business Authorizing Resolutions

Answers to common questions about drafting, signature, notarization, electronic execution, revocation, and storage for corporate resolutions.

Need help? Contact support

What is the purpose of this resolution?
A resolution documents who may act for the company and the scope of their authority. It serves as evidence for banks, vendors, and regulators that signers were properly authorized under corporate governance rules and recorded minutes.
Who must sign the resolution?
Typically a corporate secretary or an officer certifies the resolution; authorized signers named in the text execute operational documents. Follow bylaws to confirm who may certify and whether a board majority is required to adopt the resolution.
Does the resolution need notarization?
Notarization is not universally required but many banks and third parties request a notarized or remotely notarized certified copy. Confirm recipient expectations and state notary rules before execution.
Can I eSign the resolution?
Yes. Electronic signatures are legally recognized under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
How do I revoke or amend authority?
Adopt a new resolution revoking or amending prior authority, record it in minutes, and distribute certified copies of the revocation to parties that relied on the original authorization.
Where should executed resolutions be stored?
Store originals with corporate minutes and maintain certified digital copies in secure records systems. Retain according to applicable statutes and industry rules to support audits or legal disputes.

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