Can this be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws. Confirm any statutory exceptions that may require wet signatures for the specific document or jurisdiction.

What laws determine validity?

ESIGN (15 U.S.C. §7001 et seq.) governs interstate electronic signatures; UETA governs intrastate transactions in most states. New York follows its ESRA framework; verify state-specific rules that could affect execution.

Who is authorized to sign?

An authorized officer or agent with express authority should sign. Check corporate governance documents or board resolutions to confirm signatory authority before execution.

When is notarization needed?

Most business disclosures do not require notarization, but certain forms or state-specific filings may; consult applicable state requirements or the receiving party for notarization expectations.

How do I correct an error after signing?

If a material error exists, prepare an amendment or corrected disclosure, have it signed by authorized parties, and notify recipients. Retain both versions for audit trails.

How long must I keep the record?

Retention depends on industry and federal standards: at least 3 years for many financial records (IRC §6501(a)), 6 years for HIPAA-covered records (45 CFR §164.530(j)), or longer if state law requires it.

Electronic Signature
Templates
Miscellaneous
Business Disclosure Statement

Business Disclosure Statement

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

BUSINESS DISCLOSURE STATEMENT

This Business Disclosure Statement ("Statement") is made and entered into as of by and between Disclosing Party: and Receiving Party: .

WHEREAS

WHEREAS, Disclosing Party is engaged in the business identified below and possesses certain material information regarding its operations, ownership, contracts, financial condition and other matters that may be relevant to Receiving Party's evaluation of a potential business relationship or transaction;

WHEREAS, Receiving Party has requested, and Disclosing Party has agreed to provide, disclosures regarding the matters set forth in this Statement for the purposes described in the Scope of Work below; and

WHEREAS, the parties intend that the disclosures made in this Statement be relied upon in negotiating and documenting any subsequent agreement between the parties.

BUSINESS INFORMATION

Business Legal Name Entity Type

Sole Proprietorship Partnership Corporation Limited Liability Company (LLC) Other

Principal Business Address

Primary Contact Name

Title

Phone

Email

OWNERSHIP AND MANAGEMENT

Provide the full legal names, titles and ownership percentages for all individuals or entities owning ten percent (10%) or more of the equity, and identify principal officers responsible for day-to-day management.

Owner 1 Owner 2 Additional Owners / Managers (if any)

NATURE OF BUSINESS

Describe principal activities, products and services

SCOPE OF WORK

Scope of Work (purpose for which disclosures are provided)

MATERIAL DISCLOSURES

For each item below, indicate existence and provide a concise description. Attach additional pages if necessary. Failure to disclose material facts may constitute a breach of this Statement and any subsequent agreements.

Conflicts of Interest There are known conflicts of interest Pending or Threatened Litigation There is pending or threatened litigation Regulatory Actions or Investigations There are regulatory actions or investigations Bankruptcy or Insolvency History History of bankruptcy or insolvency proceedings Material Contracts or Obligations Material contracts that could affect performance Insurance Coverage Environmental or Safety Issues Known environmental, safety or health liabilities Anticipated Material Changes

PAYMENT TERMS

If disclosures are provided in exchange for a fee, specify the amount, schedule and remedies for non-payment.

Total Fee Payment Schedule Late Fee

TERM AND TERMINATION

This Statement shall commence on the Start Date and continue until the End Date or termination as provided below.

Start Date End Date Notice Period for Termination Termination for Cause

CONFIDENTIALITY

All non-public information disclosed by Disclosing Party and identified as confidential shall be maintained in confidence by Receiving Party. Receiving Party shall not disclose Confidential Information to third parties except as expressly permitted in writing or as required by law. Receiving Party shall use Confidential Information solely for the Scope of Work. The obligations of confidentiality shall survive termination of this Statement for a period of years, except as otherwise agreed in writing.

GOVERNING LAW

This Statement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Statement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No amendment or waiver of any provision of this Statement shall be effective unless in writing and signed by both parties.

CERTIFICATION

The undersigned certify, under penalty of perjury and to the best of their knowledge and belief, that the statements and disclosures made in this Statement are true, complete and correct as of the Effective Date. The parties acknowledge that material misrepresentations or omissions may be grounds for legal and equitable remedies, including rescission of any agreement entered into in reliance on this Statement.

Disclosing Party:

By:

Date:

Receiving Party:

By:

Date:

What a Business Disclosure Statement Is

A Business Disclosure Statement is a formal document used to disclose material facts about a company, its ownership, financial condition, and potential conflicts that are relevant to a transaction, regulatory filing, or contracting party. The form typically identifies the business entity, principal officers, ownership percentages, relevant financial metrics, and any known legal or regulatory issues. Properly completed Business Disclosure Statements provide transparency for counterparties, regulators, lenders, or buyers and support informed decisions while creating a written record that can be retained and produced if required under federal or state rules.

Why a Clear Business Disclosure Statement Matters

A complete Business Disclosure Statement reduces legal and commercial risk by documenting material facts, improving due diligence, and supporting contract enforceability. It helps demonstrate good faith in negotiations and provides an auditable record if disputes arise or regulators request documentation, aligning with obligations under ESIGN for electronic records and common state standards under UETA.

Who Typically Prepares and Reviews These Statements

Review by signatory officers and counsel ensures accuracy and reduces downstream liability for both the business and recipients.

Company officers and executives responsible for corporate disclosures, governance, and contracting.
Legal and compliance teams preparing disclosures for regulators, lenders, or buyers.
External advisors such as attorneys, accountants, and transaction advisors reviewing accuracy.

Step-by-step: Completing a Business Disclosure Statement

Follow these sequential steps to complete and verify the Business Disclosure Statement accurately before signing or transmitting it.

01

Prepare data: Gather company legal name, EIN, ownership, and recent financial summaries.
02

Complete fields: Enter requested details clearly, using MM/DD/YYYY for dates and full names for parties.
03

Attach support: Attach financial statements, ownership schedules, and invoices as exhibits.
04

Verify and sign: Confirm accuracy, obtain required signatures, then distribute copies to recipients.

Core Elements to Include in a Professional Disclosure

A professional Business Disclosure Statement is organized, factual, and supported by exhibits; include these core elements to meet common due diligence expectations.

Entity Details

Legal entity name, formation jurisdiction, EIN, business address, and contact information so recipients can confirm identity and registration.

Ownership and Management

Names and ownership percentages of principals and officers, roles and authority, plus any beneficial owner information required by regulators.

Financial Snapshot

Recent balance sheet and income figures or references to attached financial statements to support material representations made in the disclosure.

Legal and Regulatory Issues

Summary of pending litigation, regulatory investigations, material contracts, or outstanding judgments that could affect the transaction or valuation.

Conflicts of Interest

Known conflicts, related-party transactions, and other relationships that could influence decision-making or create disclosure obligations.

Signatures and Certification

Authorized signature block with printed name, title, date, and statement certifying the accuracy and completeness of the information provided.

Security and Compliance Details to Record

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

Audit Trail: Timestamp, IP, and action history retained

Access Controls: Role-based permissions and SSO available

HIPAA: BAA required for protected health information

Regulatory Standards: ESIGN, UETA, SOC 2 Type II compliance

Retention: Tamper-evident storage and export formats

Common Errors That Cause Delays

Using a trade name instead of the legal entity name, which causes mismatches with public records and slows verification.
Entering incomplete ownership percentages or failing to attach an ownership schedule, leading to follow-up requests from counterparties.
Providing unsigned or undated statements, which can render the disclosure non-binding or require re-execution to correct.
Attaching outdated financials instead of the most recent statements, creating material inconsistencies during due diligence.

Risks and Potential Consequences of Inaccurate Disclosures

Contract Risk: Misrepresentation can void contractual remedies

Civil Liability: Exposure to claims for false statements

Regulatory Action: Investigations or fines from regulators

Tax Consequences: Incorrect EIN or data may trigger IRS penalties

HIPAA Fines: Unauthorized PHI disclosures can incur penalties

Delay Costs: Transaction hold-ups increase time and expense

Typical Routing and Processing Flow

A clear routing workflow helps recipients know when and how disclosures will be prepared, approved, and delivered.

Drafting: Preparer compiles facts and supporting exhibits for review.
Internal Review: Legal and finance verify and approve contents and attachments.
Signature: Authorized officer signs and dates the statement.
Distribution: Final copy delivered to recipients and retained in records.

Configuring an Online Disclosure Workflow

When moving this form online, configure authentication, fields, and notifications to match your compliance needs.

Field Mapping	Create required fields for names, EIN, dates, and ownership
Signer Authentication	Email OTP, SMS code, or stronger methods based on risk
Conditional Logic	Show additional fields when a condition or checkbox is selected
Attachments	Require supporting documents before submission
Notifications	Automate alerts for reviewers and custodians on completion

Technical Considerations for eSubmission

Choose settings that balance signer convenience with the legal and regulatory requirements applicable to your industry, retaining a full audit trail for compliance.

File formats: PDF, DOCX and fillable forms supported
Integrations: Salesforce, NetSuite, Google Workspace connectivity
Authentication: Email OTP, SMS, KBA or SSO available

Timing: When to Prepare and Provide the Disclosure

Use these timing guidelines to ensure disclosures are delivered when needed during transactions or regulatory processes.

Upon Request:

Provide the statement promptly when requested by a counterparty or regulator

Prior to Closing:

Deliver final disclosures before signing definitive transaction documents

Annual Update:

Refresh disclosures annually or when material changes occur

Retention Start:

Retain the executed statement from the signature date forward

Correction Window:

Correct material errors immediately and notify recipients

Key Milestones From Draft to Final Record

Track these milestones so each stage is completed in sequence and the executed disclosure is preserved.

01

Draft Complete

All factual fields and exhibits compiled for review.

02

Internal Approval

Legal and finance sign off on accuracy and completeness.

03

Execution

Authorized signer executes the statement and dates it.

04

Archive and Distribution

Store signed copy and deliver to recipients and recordkeepers.

Frequently Asked Questions About Business Disclosure Statements

Answers to common practical and legal questions about preparing, signing, and storing Business Disclosure Statements.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws. Confirm any statutory exceptions that may require wet signatures for the specific document or jurisdiction.
What laws determine validity?
ESIGN (15 U.S.C. §7001 et seq.) governs interstate electronic signatures; UETA governs intrastate transactions in most states. New York follows its ESRA framework; verify state-specific rules that could affect execution.
Who is authorized to sign?
An authorized officer or agent with express authority should sign. Check corporate governance documents or board resolutions to confirm signatory authority before execution.
When is notarization needed?
Most business disclosures do not require notarization, but certain forms or state-specific filings may; consult applicable state requirements or the receiving party for notarization expectations.
How do I correct an error after signing?
If a material error exists, prepare an amendment or corrected disclosure, have it signed by authorized parties, and notify recipients. Retain both versions for audit trails.
How long must I keep the record?
Retention depends on industry and federal standards: at least 3 years for many financial records (IRC §6501(a)), 6 years for HIPAA-covered records (45 CFR §164.530(j)), or longer if state law requires it.

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