Do resolutions need notarization?

Not usually required by state corporate law, but many banks and third parties request a notarized or certified copy. If a notary is requested, follow the recipient’s notarization or RON requirements.

Who can sign a resolution?

Typically the corporate secretary certifies the resolution and authorized officers sign operative acceptance. Check bylaws for any special signature rules or board-designated officers.

Can electronic signatures be used?

Yes. Electronic signatures are enforceable under ESIGN (15 U.S.C. §7001) and UETA where adopted. Ensure intent, consent, attribution, and retention requirements are met for legal validity.

What if the bank asks for certified incumbency?

Provide a certified incumbency certificate signed by the corporate secretary listing current officers and their authority, and attach the relevant resolution and minutes.

How do I update a previously adopted resolution?

Adopt a new board resolution that amends or supersedes the prior action, certify it, and distribute updated certified copies to affected third parties.

How long should I keep resolutions?

Keep originals for the life of the entity and retain copies for at least three years after termination; tax- or industry-related records may require longer retention per IRC §6501(a) or 45 CFR §164.530(j).

Electronic Signature
Templates
Miscellaneous
Business Company Resolution Form

Business Company Resolution Form

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

BUSINESS COMPANY RESOLUTION FORM

Company Name: Meeting Date: ,

Meeting Location:

WHEREAS

WHEREAS, the board of directors or managers of the Company has convened according to the Company's organizing documents and applicable law to consider and act upon matters presented to the board; and

WHEREAS, the board has determined that it is advisable and in the best interest of the Company to authorize and approve the actions described in this resolution in furtherance of the Company's business purposes; and

WHEREAS, the authority to adopt this resolution is conferred by the articles of incorporation, bylaws, operating agreement, and applicable law of the Company.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED that the board hereby authorizes, approves and adopts the following actions:

1. Approval of Action: The Company is authorized to as set forth in the detailed scope below.

Scope of Resolution (Describe authority, limitations, and deliverables)

2. Delegation of Authority: The following officer(s) are authorized to take all actions and execute all instruments necessary or advisable to effectuate the foregoing resolution:

Designated Officer(s) (Name and Title)

3. Effective Period: This resolution shall become effective as of , and shall remain in effect until the earlier of (a) completion of the described actions, (b) a date specified by the board, or (c) revocation by subsequent board action.

VOTE

The following vote was recorded at the meeting at which this resolution was considered:

For Against Abstentions

CONFIDENTIALITY

All non-public information, materials, and communications exchanged in connection with the actions authorized by this resolution shall be maintained in confidence by the Company and its officers, except to the extent disclosure is required by law, regulatory authority, or judicial process. Authorized officers may disclose confidential information on a need-to-know basis to advisors, legal counsel, financial institutions, or governmental authorities as necessary to effectuate the resolution.

GOVERNING LAW; ENTIRE AGREEMENT

This resolution shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation or organization of the Company, without regard to conflict of laws principles. This written resolution constitutes the complete and exclusive record of the board's action with respect to the matters set forth herein and supersedes all prior oral or written communications relating to such matters.

CERTIFICATION

I, the undersigned Corporate Secretary or other duly authorized officer of the Company, hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the board of directors or managers of the Company on the date set forth above, that such resolution has not been modified or rescinded and remains in full force and effect, and that the persons executing below are authorized to do so.

Board Chair/Authorized Representative:

By:

Date:

Corporate Secretary/Recording Officer:

By:

Date:

What the Business Company Resolution Form Is

A Business Company Resolution Form is a written record that documents action authorized by a corporation's board of directors, board committee, or members of a limited liability company. It states the facts, formal approval, and specific powers granted — for example, authorizing a named officer to open bank accounts, enter contracts, or execute transfers. Resolutions become part of the corporate record and are used to prove delegated authority to third parties such as banks, vendors, and regulators. A clear resolution reduces transaction friction and supports internal governance and audit trails.

Why a Clear Resolution Matters for Your Company

A formal resolution documents board intent, limits ambiguity, and provides proof of authority for third parties. It supports internal controls, helps meet bank and counterparty requirements, and creates an auditable record that can prevent disputes or delays when officers act on behalf of the company.

Who typically prepares and relies on this form

The Business Company Resolution Form is prepared by corporate officers or legal counsel and relied on by internal and external parties.

Board members and corporate officers who authorize actions and record official approvals.
Corporate secretaries and in-house counsel who prepare, certify, and maintain corporate records.
Banks, escrow agents, and counterparties that require evidence of delegated authority before transacting.

Use a signed, dated, and certified resolution whenever you need to demonstrate delegated corporate authority or to satisfy third-party compliance checks.

Typical signers and recordkeepers

Corporate Secretary

The corporate secretary prepares and certifies the resolution, attaches meeting minutes or consent, and maintains the original in the minute book. The secretary’s certification affirms that the resolution was duly adopted according to corporate bylaws and state law.

Authorized Officer

A named officer (CEO, CFO, President) signs to accept delegated authority. The officer’s signature and title establish who may execute contracts or financial transactions on behalf of the entity.

Essential components of a professional resolution

A complete resolution unambiguously identifies the company, the governing body, the authority granted, and the record of adoption. It should also include effective dates and an executed signature block with certification language.

Title

A concise descriptive title (e.g., 'Bank Account Resolution') so readers immediately understand the subject and purpose of the resolution.

Entity Information

Full legal entity name, state of formation, and business address to tie the resolution to the correct corporate records and prevent identity confusion.

Recitals

Brief background statements summarizing why the board is acting and what authority or context supports the resolution.

Resolved Action

Clear, numbered operative clauses specifying powers granted, limits, dollar thresholds, and any conditions attached to the authorization.

Effective Date

A stated effective date or 'effective upon adoption' clause that clarifies when the authorized powers take effect.

Certification and Signatures

A certification by the corporate secretary or authorized officer confirming adoption, plus dated signature blocks for signers and, if required, a notary acknowledgement.

Step-by-step: creating and approving a resolution

Follow a brief, repeatable sequence to prepare, approve, and certify the resolution so it will be accepted by third parties.

01

Draft Resolution: Prepare clear operative clauses and recitals describing the authority granted.
02

Board Approval: Obtain a board meeting vote or unanimous written consent per bylaws.
03

Certify Document: Corporate secretary signs a certification and dates the resolution.
04

Distribute Copies: Provide certified copies to banks, counterparties, and retain the original in records.

Typical electronic workflow for completing and sharing a resolution

An e-enabled workflow speeds approval and provides an auditable history for future verification.

Upload Document: Add the resolution draft in PDF or DOCX format to the platform.
Add Fields: Place signature, date, and certification fields where required.
Send to Signers: Route to board members or secretary with required authentication.
Receive & Store: Collect signed copies and store a certified PDF with the audit trail.

Recommended digital settings when configuring an e-sign workflow

Standardize workflow settings to ensure consistent authentication, certification, and archival of resolutions.

Field	Configuration
Signature Type	Visible signature with audit trail and timestamp
Authentication	Email plus optional SMS code for higher-assurance signers
Notary / Acknowledgement	Enable RON or attach notary acknowledgement when requested
Document Storage	Retain PDF/A copy with metadata and audit trail

Technical and integration considerations for e-submission

Confirm the chosen configuration preserves a complete certificate of completion and stores signed copies in your records system.

Supported Formats: PDF, DOCX, and native form imports
Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
Security Basics: TLS in transit and AES-256 at rest

Security and compliance items to verify

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

Audit Trail: Timestamps, IP, and action log

Certifications: SOC 2 Type II; ISO 27001

HIPAA Support: BAA available for protected health data

21 CFR Part 11: Controls for FDA-regulated records

Authentication: Email, SMS, or advanced methods

Common preparation and execution pitfalls to avoid

Using vague delegated authority language that leads banks to request additional documentation and delay transactions.
Failing to certify or date the document properly so third parties cannot verify adoption against corporate minutes.
Relying on unsigned or initialed drafts when a certified, signed copy is required for legal or banking purposes.
Not maintaining the original certified resolution in the corporate minute book, making it harder to produce certified copies on demand.

Consequences of incomplete or incorrect resolutions

Transaction Rejection: Third parties may refuse transactions without a certified resolution

Personal Liability: Agents acting outside authority may face liability

Contract Invalidity: Counterparties may challenge enforceability

Operational Delay: Missing approvals create business delays

Regulatory Scrutiny: Inadequate records may attract regulator questions

Increased Costs: Time and legal fees to correct documentation

Timing expectations when producing certified copies

Timing varies by recipient and method; plan for internal review, certification, and any notarization steps.

Provide Upon Request:

Resolutions are typically produced when a bank or counterparty asks

Internal Processing:

Allow 1–3 business days for drafting and approval

Certified Copies:

May take 3–5 business days if additional verification needed

Notarization / RON:

RON or in-person notary can often be completed same day

Record Retention:

Keep originals indefinitely in minute book

Key milestones from draft to certified distribution

A typical milestone sequence ensures the resolution is legitimate, certified, and accepted by recipients.

01

Draft Preparation

Create the resolution text and identify required approvals.

02

Approval / Vote

Board votes or written consents adopt the resolution per bylaws.

03

Secretary Certification

Secretary certifies adoption and signs the document.

04

Distribution and Filing

Provide certified copies to banks, counterparties, and retain originals.

eSignature vendor comparison for executing resolutions

Comparison of common plan and feature criteria across leading eSignature vendors; signNow is listed first per table convention.

	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 plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

How organizations use a Business Company Resolution Form

Real-world examples show common uses and the value of a properly executed resolution.

Bank Account Setup

A startup adopted a 'Bank Account Resolution' to name signers and authorize accounts

The bank required a certified copy before opening
The certified resolution resolved signatory confusion and enabled timely account activation without in-person board reconfirmation.

Property Sale Authorization

A company board passed a resolution to authorize an asset sale

The buyer required evidence of authority and a notary acknowledgement
A certified, notarized resolution allowed closing to proceed and provided a clear audit trail for records.

Supporting documents to include with a resolution

Attach related corporate documents to strengthen acceptance and clarify authority when presenting a certified resolution to third parties.

Articles of Incorporation

A copy of the articles of incorporation or formation document helps third parties confirm the entity’s legal name and formation jurisdiction.

Bylaws or Operating Agreement

Bylaws or an operating agreement show internal procedures for board action, voting thresholds, and officer appointment authority.

Minutes or Written Consent

Meeting minutes or a unanimous written consent that records the vote or consent provide primary evidence of adoption.

Certificate of Good Standing

A recent certificate of good standing from the formation state may be requested for certain transactions to verify the entity is in good standing.

Practical tips for accurate and efficient completion

Small steps at drafting and execution reduce rework and improve third-party acceptance rates.

Use precise operative language

Draft clear, numbered 'Resolved' clauses that state exact powers, dollar limits, expiration dates, and whether powers are revocable or subject to conditions.

Attach supporting records

Include minutes, written consents, and any incumbency certificates so recipients can verify adoption without follow-up requests.

Maintain originals securely

Store an executed original in the corporate minute book and retain certified electronic copies with audit trails for quick distribution.

Confirm recipient requirements

Ask banks or counterparties in advance whether they need notarization, a certified copy, or specific certification language.

Frequently asked questions about resolutions

Answers to common questions help avoid clerical errors and ensure the resolution will be accepted by third parties.

Need help? Contact support

Do resolutions need notarization?
Not usually required by state corporate law, but many banks and third parties request a notarized or certified copy. If a notary is requested, follow the recipient’s notarization or RON requirements.
Who can sign a resolution?
Typically the corporate secretary certifies the resolution and authorized officers sign operative acceptance. Check bylaws for any special signature rules or board-designated officers.
Can electronic signatures be used?
Yes. Electronic signatures are enforceable under ESIGN (15 U.S.C. §7001) and UETA where adopted. Ensure intent, consent, attribution, and retention requirements are met for legal validity.
What if the bank asks for certified incumbency?
Provide a certified incumbency certificate signed by the corporate secretary listing current officers and their authority, and attach the relevant resolution and minutes.
How do I update a previously adopted resolution?
Adopt a new board resolution that amends or supersedes the prior action, certify it, and distribute updated certified copies to affected third parties.
How long should I keep resolutions?
Keep originals for the life of the entity and retain copies for at least three years after termination; tax- or industry-related records may require longer retention per IRC §6501(a) or 45 CFR §164.530(j).

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