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Business Extraordinary Form

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BUSINESS EXTRAORDINARY FORM

Parties

Recitals

WHEREAS, the Company held a duly convened meeting of its board or designated authority on , at which a material business necessity requiring extraordinary action was identified and documented;

WHEREAS, the parties intend by this Business Extraordinary Form to describe and authorize specific extraordinary measures, allocate responsibilities, and establish payment, confidentiality, and termination provisions to address the identified matter;

WHEREAS, the proposed extraordinary action requires expenditures or commitments in excess of , and the parties intend to document approval and funding terms herein.

Scope of Work

The Counterparty shall perform the extraordinary work and related services described below in accordance with the terms of this Form. The Scope of Work shall include all tasks, deliverables, schedules, and acceptance criteria necessary for completion.

Payment Terms

Total Compensation: The Company shall pay the Counterparty a total amount of USD for the services described above, subject to the schedule and conditions set forth below.

Payment Terms: Invoices are payable within days from receipt. Overdue amounts shall accrue a late fee equal to . The late fee shall be the sole contractual remedy for late payments unless otherwise agreed in writing.

Term and Termination

Effective Date: . Termination Date: .

Either party may terminate this agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for cause upon material breach that remains uncured for a period of 15 days following written notice of such breach.

Termination for cause: A termination for cause shall not relieve the breaching party of liability for damages or costs incurred prior to termination.

Confidentiality

The parties acknowledge that during performance they may receive or develop Confidential Information. "Confidential Information" means nonpublic information disclosed in any form related to the extraordinary matter, including business plans, technical data, financial information, and proprietary processes.

Each party shall: (a) hold Confidential Information in strict confidence; (b) limit disclosures to employees, agents, or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely for the performance of this Form. Confidentiality obligations shall remain in effect for years following termination or expiration.

Return or Destruction of Materials: Upon request or termination, each party shall promptly return or, at the disclosing party’s election, destroy all Confidential Information and certify such destruction in writing.

Representations and Indemnity

Each party represents that it has the full corporate power and authority to enter into this agreement and to perform its obligations. The Counterparty shall perform services in a professional manner and indemnify the Company for claims arising from gross negligence or willful misconduct in the performance of the Scope of Work.

Governing Law

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that State for resolution of disputes.

Entire Agreement

This Form, including any schedules, exhibits, and written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written representations, understandings, and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Severability: If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any subsequent breach.

Approvals and Certifications

The undersigned certify that they are authorized to execute this Business Extraordinary Form on behalf of their respective parties and that the terms herein are the binding obligations of the parties.

Company - Printed Name:

By:

Date:

Counterparty - Printed Name:

By:

Date:

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What the Business Extraordinary Form Is and when it applies

The Business Extraordinary Form documents actions taken outside routine corporate governance or regular operating procedures, such as emergency approvals, special board authorizations, or one-time financial commitments. It formalizes the decision, identifies authorized signatories, records the effective date and scope of authority, and provides a single reference for corporate records and regulatory review.

Why use a Business Extraordinary Form

The form creates a clear, auditable record for atypical business actions, reduces ambiguity about authority and timing, and supports compliance with corporate bylaws and regulatory requirements. Properly completed forms help protect parties, clarify liability, and streamline downstream filing or recordkeeping obligations.

Why use a Business Extraordinary Form

Who typically prepares and signs this form

Each signer should be listed with title and authority; retain the completed form with corporate records and any related board minutes.

  • Small business owners and founders who need documented emergency authorizations or one-off expenditures.
  • Corporate officers (CEO, CFO) and board members approving out-of-cycle decisions or extraordinary transactions.
  • Legal counsel and corporate secretaries maintaining minutes, filings, and compliance documentation for audits.

Who can sign and why their role matters

Authorized Officer

An Authorized Officer (CEO, CFO, or other delegated executive) signs to bind the company. Provide title, delegation reference (bylaw or resolution), and confirm limits of authority to avoid disputes or invalid actions.

Corporate Secretary

The Corporate Secretary attests to board approval, records minutes, and files the executed form in the corporate minute book. Their attestation supports enforceability and audit readiness.

Key information fields to include

Business Name: Full legal name
EIN / Tax ID: Employer Identification
Business Address: Street, city, state
Authorized Signatory: Name and title
Effective Date: MM/DD/YYYY
Action Summary: Brief description

Step-by-step: completing the Business Extraordinary Form

Follow these ordered steps to ensure the form is accurate, signed by authorized parties, and preserved with corporate records.

  • 01
    Prepare: Draft a concise description of the extraordinary action and legal basis.
  • 02
    Confirm Authority: Verify delegation in bylaws or prior resolutions before listing signers.
  • 03
    Collect Signatures: Obtain signatures, witnesses, or notarization as required.
  • 04
    File and Store: Attach to minutes and retain per retention policy.

Configuring the online completion workflow

Set up the digital workflow to match required authentication and routing for signatures and recordkeeping.

Signature Type Electronic signature or notarized e-notary
Authentication Email, SMS code, or advanced ID check
Template Use a reusable Business Extraordinary template
Notifications Enable signer reminders and completion alerts
Storage Location Designate secure cloud folder or corporate drive

Digital signing and platform considerations

Ensure the provider offers an audit trail, retention controls, and any required BAAs for regulated data before using for the Business Extraordinary Form.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Formats: PDF, DOCX, HTML supported
  • Security: TLS in transit; AES-256 at rest

Where to send the completed form and next steps

After execution, route copies to corporate records, counsel, and any regulatory or counterparty recipients per organizational policy.

  • Corporate Records: Attach to minutes and store in minute book or secure repository.
  • Legal Counsel: Share for review when filings or compliance issues are possible.
  • Regulatory Filing: File with state agency if the action requires public record submission.
  • Counterparties: Provide executed copies to affected vendors, banks, or partners.

Common timing and filing expectations

Timing varies by the nature of the extraordinary action; plan for immediate documentation and timely disclosures when required by law or contract.

Effective Upon Approval:

Form becomes binding on the stated effective date.

Board Minute Attachment:

Attach within one business week of approval.

Regulatory Filing:

File as required by agency timelines; check state rules.

Tax Reporting:

Report related transactions per IRS deadlines when applicable.

Record Retention Start:

Retention begins on effective date or filing date.

Key milestones from approval to retention

Track these sequential milestones to ensure legal effect, compliance, and long-term accessibility for audits.

01

Board Approval

Formal vote or written consent documented and attached to the form.

02

Signature Collection

All authorized signers execute the form according to delegation.

03

Notarization / Witness

If required, complete notarization or witness attestations and retain evidence.

04

Record Filing

File with corporate records and any required state agency or counterparty.

Common mistakes to avoid when preparing the form

  • Listing an unauthorized signer because delegation was not verified can void the action and create liability.
  • Using inconsistent names or dates between the form and supporting resolutions delays acceptance and may trigger corrections.
  • Failing to attach required board minutes or resolutions undermines enforceability and complicates audits.
  • Skipping notarization or witness steps where state law or corporate bylaws require them creates invalidity risk.

Penalties, financial risks, and compliance consequences

Invalid Action: May be unenforceable
Tax Exposure: Reporting errors can trigger penalties
I-9 Penalties: Paperwork failures carry fines
HIPAA Fines: Unauthorized PHI exposure risks sanction
Contract Liability: Counterparty disputes and damages
Reputational Risk: Public filings can prompt scrutiny

Essential components of a professional Business Extraordinary Form

A complete form should balance brevity with the legal detail needed to establish authority, scope, timing, and accountability for extraordinary corporate actions.

Action Summary

A clear one-paragraph description that explains the extraordinary decision, its purpose, monetary limits, and any temporary duration or conditions that apply.

Authority Citation

Reference to bylaws, prior resolutions, or statute that delegates authority. This citation demonstrates that signers acted within their delegated powers.

Signatory List

Names, titles, and corporate roles of each signer, with notation of any delegated limits to avoid ambiguity about who may bind the organization.

Effective Date

The exact MM/DD/YYYY date when the action becomes effective, which governs obligations and triggers retention or reporting schedules.

Attachments

Board minutes, vendor contracts, invoices, and legal opinions that support the action and should be appended to the form for completeness.

Audit Trail

Record of how the form was executed: signer IP, timestamps, authentication method, and any notarization records to support enforceability.

Supporting documents and digital export options

Collect and store all supporting materials as searchable, tamper-evident files and export in standard formats for legal and audit review.

Board Minutes

Attach PDF of minutes showing approval; save as PDF/A when possible to preserve format and metadata for long-term retention.

Resolutions

Include signed resolutions or written consents; preserve with signature metadata and any notary acknowledgements.

Contracts

Append related contracts or amendments in DOCX or PDF. Ensure version control and link to the executed extraordinary form.

Export Formats

Save final package as PDF and retain editable copies (DOCX) for amendment history and compliance reviews.

Comparison: signNow and other eSignature vendors

The table compares common purchasing and compliance criteria across popular eSignature solutions; signNow appears first as the baseline for capability and cost comparison.

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 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 by plan Varies by plan Varies by plan

Frequently asked questions about the Business Extraordinary Form

Answers address enforceability, signatures, notarization, revisions, custody, and common execution issues encountered when using this form.


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