Is this resolution legally binding?

Yes, when adopted in accordance with the entity’s governing rules and signed by an authorized officer. Electronic signatures meet federal standards under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted.

Can I use an electronic signature?

In most cases, yes. ESIGN and UETA accept electronic signatures if intent, consent, attribution, and retention are met. Certain exceptions (wills, some court filings) remain offline-only.

Do I need a notary or witnesses?

Typically not required for internal corporate resolutions, but banks or third parties may ask for notarization or additional evidence of authority; check recipient requirements.

Who may sign on behalf of the company?

An officer or manager with delegated authority per bylaws or operating agreement. The resolution should name the authorized signer and include a certification of adoption.

What supporting documents should I attach?

Attach the underlying election form (if any), certified copies of bylaws/operating agreement if requested, and identification for the authorized signer for third-party verification.

How do I revoke or amend a resolution?

Adopt a subsequent resolution that expressly revokes or amends the prior action in the same manner required for adoption; maintain both records and note effective dates.

Electronic Signature
Templates
Miscellaneous
Business Election Resolution

Business Election Resolution

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

BUSINESS ELECTION RESOLUTION

This Business Election Resolution is adopted by the undersigned on behalf of the corporate entity and the counterparty identified below to authorize and approve the election and related business arrangement described herein.

WHEREAS

WHEREAS, Company Name: (the "Company") is authorized to conduct business under its governing documents and seeks to adopt and authorize a binding business election and related commercial terms with the counterparty; and

WHEREAS, Counterparty Name: (the "Counterparty") has proposed terms and the parties desire to formalize the election and contractual parameters described in this Resolution; and

WHEREAS, the Board of Directors or other authorized decision-making body has determined that the election and engagement described below is in the best interests of the Company and the Counterparty and should be authorized and executed by the officers or representatives named herein.

RESOLVED MATTERS

1. Election. The Company hereby elects and approves the business election described below (the "Election") and authorizes the execution of any documents, certifications, filings and instruments necessary or convenient to effectuate the Election.

2. Description of Election:

SCOPE OF WORK

The parties agree that the Election will be implemented in conjunction with the following scope of work and services. The parties intend the scope described below to be binding and incorporated into this Resolution to the extent applicable.

Scope of Work

PAYMENT TERMS

The parties agree the following payment terms shall apply to any compensation or consideration related to the Election and the Scope of Work.

Payment Amount Payment Schedule Late Fee

TERM AND TERMINATION

This Resolution and any obligations arising under the Election shall commence and terminate as set forth below unless earlier terminated in accordance with the terms of this section.

Start Date End Date Notice Period for Termination

Either party may terminate this Election upon written notice to the other party in accordance with the Notice Period above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations and confidentiality obligations.

CONFIDENTIALITY

Each party acknowledges that in the course of implementing the Election and performing the Scope of Work it may receive confidential and proprietary information of the other party. Each party agrees to: (i) maintain the confidentiality of such information using at least the same standard of care it uses to protect its own confidential information; (ii) use the information solely for purposes of performing under this Resolution; and (iii) restrict disclosure to employees, agents or advisors having a need to know provided such persons are bound by confidentiality obligations no less protective than those in this Resolution.

Confidentiality Duration

GOVERNING LAW

This Resolution and any dispute arising out of or relating 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 Resolution, together with any documents, exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

CERTIFICATION

The undersigned hereby certify that they are duly authorized to execute this Resolution on behalf of their respective parties, that the Resolution was approved in accordance with applicable organizational documents and that the actions authorized herein are within their authority.

Certifying Officer Name Officer Title Certification Date

Company Name:

By:

Date:

Counterparty Name:

By:

Date:

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

A Business Election Resolution is a formal written record adopted by an entity’s governing body or authorized officer to approve and document a specific election, designation, or corporate action. Common uses include authorizing tax elections, appointing an agent for filings, approving an entity classification, or confirming an authorized signer for external filings and bank transactions. The resolution creates an auditable corporate record that identifies the parties, the scope of the election, effective dates, and any limits on authority. Properly executed resolutions help satisfy third-party requirements and support later filings with state or federal agencies.

Why a Clear, Signed Resolution Matters

A signed Business Election Resolution provides legal evidence of corporate intent, documents delegated authority, and supports compliance with filing or banking requirements. It reduces ambiguity about who may act on behalf of the business and when an election takes effect.

Who Typically Prepares and Signs These Resolutions

Depending on entity type, signatures may be required from officers, managers, or an authorized agent; include documentation to match the signer’s authority.

Corporate officers and board members who must document board actions and formal elections.
Company accountants or tax advisors who prepare corporate or tax classification elections.
Bank officers and third-party agents who require proof of authorization for filings or transactions.

Essential Elements of a Professional Business Election Resolution

A concise resolution follows a standard structure so that recipients and regulators can quickly verify authority and intent. The core pieces ensure clarity about parties, powers, and the scope of the election.

Title

Clear heading identifying the document as a Business Election Resolution and the specific election or action being authorized so third parties can identify purpose immediately.

Recitals

Brief background statements that explain why the resolution is being adopted, including relevant dates, prior approvals, or statutory references that support the election.

Resolved Clauses

Specific, numbered resolutions describing the authority granted, the exact election being made, the effective date, and any limitations on authority or duration of the authorization.

Authorized Signer

Name and title of the person authorized to sign documents related to the election, including any alternate signers and the scope of their authority.

Certification

A closing statement signed by the corporate secretary or authorized officer certifying adoption, with date, meeting type (written consent or meeting), and vote or consent record.

Attachments

Optional exhibits such as the election form (for example, IRS Form 2553), accepted drafts, or identification documents that third parties may require for verification.

Step-by-Step: Completing a Business Election Resolution

Follow these steps in order to prepare and finalize a resolution that third parties will accept.

01

Draft: Prepare the resolution with title, recitals, and resolved clauses.
02

Review: Have legal or tax counsel verify election language and effective date.
03

Adopt: Obtain board approval or written consent in accordance with bylaws or operating agreement.
04

Execute: Sign and date the resolution; attach any required exhibits or forms.

Typical Digital Workflow for Finalizing and Sharing the Resolution

This sequence outlines a common process when completing and distributing a Business Election Resolution electronically.

Upload: Upload the resolution to the signing platform as a PDF or DOCX file.
Place Fields: Add signature, name, date, and optional notary fields before sending.
Collect: Send to signers; capture authentication and consent evidence during signing.
Archive: Store completed copy with audit trail and any attachments for record retention.

Configuring a Digital Signing Workflow for This Resolution

Recommended workflow settings help preserve legal validity and create an auditable record suitable for banks and regulators.

Field	Configuration
Authentication	Email + SMS code or stronger KBA for high-assurance signers
Signing Order	Set role-based sequential signing where officer signs last
Reminders	Automatic reminders every 3–7 days until complete
Retention Format	Save signed PDF/A with audit trail metadata

Technical Capabilities to Look For When eSigning Resolutions

Ensure the vendor can furnish an audit trail (timestamps, IP, signer email), offer optional two-factor authentication, and meet any industry-specific compliance such as HIPAA or 21 CFR Part 11 when applicable.

File Formats: PDF, DOCX, or printable PDF
Integrations: Salesforce, NetSuite, Microsoft 365
Security: TLS in transit; AES-256 at rest

Common Mistakes to Avoid When Preparing the Resolution

Using informal language that leaves the scope of authority ambiguous, leading to third-party rejection.
Failing to match the authorized signer’s title to corporate records, which can delay bank or agency acceptance.
Overlooking required attachments such as the related IRS form or a certified copy of bylaws or operating agreement.
Neglecting to set an explicit effective date, causing confusion about when the election applies to tax or corporate periods.

Penalties and Risks from Errors or Missing Documentation

1099 Penalties: IRC §6721: $60–$330 per incorrect or late form

Tax Filing Timing: Missed election dates can cause rejected IRS filings

I-9 Violations: 8 CFR §274a.2: $281–$2,789 per paperwork violation

Authority Dispute: Unclear signatory authority can invalidate actions or cause litigation

Notarization Risk: Absent notarization where required may prompt refusal by banks

Intent Unclear: Poorly worded resolutions make intent difficult to prove

eSignature Vendor Comparison: Pricing and Core Capabilities

Basic pricing and feature availability for common electronic signature vendors. signNow is listed first per table conventions; confirm plan specifics with each vendor before purchasing.

	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	Yes, 7-day trial	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions About Business Election Resolutions

Answers to common questions about legal validity, signing, notarization, and recordkeeping for Business Election Resolutions.

Need help? Contact support

Is this resolution legally binding?
Yes, when adopted in accordance with the entity’s governing rules and signed by an authorized officer. Electronic signatures meet federal standards under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted.
Can I use an electronic signature?
In most cases, yes. ESIGN and UETA accept electronic signatures if intent, consent, attribution, and retention are met. Certain exceptions (wills, some court filings) remain offline-only.
Do I need a notary or witnesses?
Typically not required for internal corporate resolutions, but banks or third parties may ask for notarization or additional evidence of authority; check recipient requirements.
Who may sign on behalf of the company?
An officer or manager with delegated authority per bylaws or operating agreement. The resolution should name the authorized signer and include a certification of adoption.
What supporting documents should I attach?
Attach the underlying election form (if any), certified copies of bylaws/operating agreement if requested, and identification for the authorized signer for third-party verification.
How do I revoke or amend a resolution?
Adopt a subsequent resolution that expressly revokes or amends the prior action in the same manner required for adoption; maintain both records and note effective dates.

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