Is notarization required?

Not typically. LLC resolutions are usually internal records and do not require notarization unless a bank or third party specifically requests a notarized or certified copy.

Can the resolution be signed electronically?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures are legally effective for most commercial records if intent, consent, attribution, and retention are satisfied.

What if a bank asks for a certified copy?

Provide a certified copy signed by an authorized company officer or counsel. Include an attestation statement confirming the resolution is a true copy of the company records.

How do I correct a signed resolution?

Adopt a new resolution that clarifies or revokes the prior action. Record the corrective resolution with references to the original and the reasons for amendment.

Who verifies signer identity for eSignatures?

Authentication can be email, SMS, KBA, or stronger methods. Choose a level acceptable to requestors; some institutions require notarized signatures or RON for higher assurance.

Where should signed originals be kept?

Keep originals or certified copies in the official minute book or an encrypted records archive. Maintain access controls and a retrieval process for audits or third-party requests.

Electronic Signature
Templates
Miscellaneous
Business LLC Resolution

Business LLC Resolution

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

BUSINESS LLC RESOLUTION

WHEREAS

WHEREAS, the Members and/or Managers of the limited liability company identified above (LLC Name: ) have determined it is in the best interests of the LLC to enter into and perform obligations under a certain business agreement described herein; and

WHEREAS, the Members/Managers have reviewed the terms, considered the risks and benefits, and desire to authorize an authorized representative to execute and deliver one or more documents necessary to effectuate the transaction described in this Resolution; and

WHEREAS, the Members/Managers desire to memorialize the authority granted, the scope of the transaction, and the material terms to be binding on the LLC as set forth below.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED that the LLC hereby authorizes and approves the negotiation, execution and delivery of the business agreement and related instruments (collectively, the Agreement) by the Authorized Signatory identified below, and that the Authorized Signatory is authorized to take such actions as necessary to carry out the terms of the Agreement in accordance with this Resolution.

Scope of Work

Description of Services, Deliverables, or Transaction

Payment Terms

Total Amount to Be Paid Payment Schedule Late Payment Fee

Term and Termination

The Agreement authorized by this Resolution shall commence on and shall continue until unless earlier terminated in accordance with the Agreement.

Notice Period for Termination

Confidentiality

The Authorized Signatory shall ensure that the Agreement contains reasonable confidentiality and nondisclosure provisions protecting the LLC's confidential information and proprietary data. All confidential information exchanged in connection with the Agreement shall be maintained in strict confidence and used only for purposes of performing the Agreement, except as required by law.

Governing Law

This Resolution and any Agreement executed pursuant hereto shall be governed by and construed in accordance with the laws of the jurisdiction specified below.

Governing Jurisdiction

Entire Agreement

The Agreement and this Resolution constitute the entire understanding between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations and agreements, whether written or oral, relating to the same subject matter.

Authorization and Certification

The undersigned certify that the foregoing Resolution was duly adopted by the Members and/or Managers of the LLC in accordance with the operating agreement and governing law, that the authority granted herein is within the authority of the LLC, and that the Authorized Signatory named below is empowered to execute and deliver the Agreement and to take any action necessary to effectuate its terms.

Authorized Representative Name Title / Capacity

Member/Manager:

By:

Date:

Authorized Signatory (LLC):

By:

Date:

What a Business LLC Resolution Is and when it’s used

A Business LLC Resolution is an internal corporate record documenting a decision or authorization made by an LLC’s members or managers. Typical uses include delegating signing authority, opening bank accounts, approving contracts, authorizing loans, or amending internal governance. Resolutions generally describe the action taken, identify the authorized parties, state the effective date, and include signatures or attestations. Unlike articles of organization or annual reports, resolutions are retained in the company minute book and are not usually filed with the state secretary of state, though lenders or third parties may request a certified copy for proof of authority.

Why a formal LLC Resolution matters for your business records

A clear resolution creates an auditable record of authority and protects officers, members, and third parties by showing who may bind the company. It reduces disputes, satisfies bank and vendor requirements, and documents internal compliance with the operating agreement and relevant state law.

Who typically prepares and relies on LLC resolutions

Common users include persons responsible for governance, finance, and compliance who need formal authorization documented.

Managing members and member groups responsible for corporate governance and vote documentation.
Banking and finance teams who require proof of signatory authority for accounts and loans.
In-house counsel and external attorneys preparing, reviewing, or certifying company actions.

Provide certified copies to banks, title companies, counsel, or counterparties when asked; store originals in the company minute book for long-term reference.

Representative signer profiles

Managing Member

A managing member is typically the person or entity authorized by the operating agreement to act for the LLC. The managing member signs resolutions to delegate authority, approve transactions, or appoint officers and should document meeting or written consent details.

Company Counsel

An attorney or corporate secretary prepares and reviews resolution language, confirms that approvals follow the operating agreement and state law, and provides certified copies when requested by banks, lenders, or counterparties.

Key information to include in the resolution

LLC Legal Name: Exact entity name

Resolution Title: Short descriptive title

Effective Date: MM/DD/YYYY format

Authorized Parties: Names and titles

Scope of Authority: Actions permitted

Signature Block: Signatures and dates

Risks and legal consequences of an incorrect resolution

Invalid Authority: Contracts may be unenforceable

Bank Rejection: Account openings delayed

Contract Disputes: Third parties may challenge actions

Tax Exposure: Misstated signatory authority risks reporting errors

Governance Breach: Operating agreement violations

Recordkeeping Fines: Industry-specific penalties possible

Common mistakes to avoid when preparing a resolution

Using an informal or ambiguous title that fails to describe the action or authority being granted makes the document hard to rely on.
Listing party names that do not match government IDs or the operating agreement can lead banks or counterparties to refuse acceptance.
Omitting an effective date or using inconsistent dates can create disputes about when authority began or ended.
Failing to include a clear signature block, printed names, and capacity (e.g., "Managing Member") increases the risk of rejection.

Step-by-step: preparing, approving, and recording a resolution

Follow a short, auditable sequence: draft clear language, obtain required member/manager approval, collect signatures, and record the signed resolution in the company records.

01

Draft: Describe the action, parties, and scope in precise terms.
02

Approve: Capture member or manager vote according to the operating agreement.
03

Sign: All required signers date and state capacity when signing.
04

Record: Store certified copy in the minute book and share as needed.

Essential elements to include for a professionally drafted resolution

A professional resolution combines clear recitals, a precise authorization clause, and verifiable signature mechanics so third parties can rely on the document.

Clear Recitals

Begin with concise background statements that explain why the resolution is being adopted and reference relevant operating agreement provisions when applicable.

Specific Authorization

State exactly what authority is granted, including monetary limits, geographic scope, and any conditions or expiration dates attached to the delegation.

Signatory Identification

Include printed names, titles, and capacity for each signer so banks and counterparties can verify authority without additional documentation.

Effective Date

Specify the date the authority starts; if retroactive action is required, state that explicitly and document the reason for retroactivity.

Attestation Clause

Add language certifying that the resolution was adopted in accordance with the operating agreement and state law to strengthen enforceability.

Recordkeeping Note

Direct that the signed resolution be filed in the minute book and state who will produce certified copies on request to third parties.

Configuring an online resolution workflow

Set up template fields, signer order, authentication, and storage to create a repeatable, auditable online process for resolutions.

Field	Configuration
Template	Preload parties, signature, and date fields
Authentication	Email + SMS code or stronger KBA
Signing Order	Sequential or parallel as required
Storage	Encrypted archive with access control

Common destinations and recipients for completed resolutions

After signing, distribute certified or redacted copies to banks, counsel, and internal stakeholders and retain originals in the official records.

Internal Records: Store the signed resolution in the minute book or corporate records vault.
Bank or Lender: Provide certified copies for account openings or loan documentation.
Counterparties: Share when counterparties request proof of authority for contracts.
Company Counsel: Deliver copies for legal review and certified copies when needed.

Digitally signing and securing LLC resolutions

Use secure eSignature workflows that capture signer identity, timestamps, and an audit trail to improve evidentiary value.

Authentication: Email, SMS, or KBA
Storage: AES-256 encrypted at rest
Audit Trail: IP, timestamp, action log

How an LLC resolution differs from meeting minutes and similar records

Compare common record types to choose the right format for the action you need to document and to ensure appropriate formalities are followed.

Criteria	LLC Resolution	Meeting Minutes
Purpose	single action authorization	full meeting record
Formality	formal written instrument	narrative record of proceedings
Filing	internal only	internal only
Typical Content	authorization details	discussion and votes

eSignature vendor comparison for signing and certifying resolutions

Platform pricing and core capabilities vary; signNow is listed first for parity. Review authentication, audit trail, and HIPAA/21 CFR compliance when selecting a solution.

	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	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical tips for accurate and efficient resolution preparation

Adopt consistent templates, verify names and capacities, and maintain an auditable signing workflow to minimize delays and rejections.

Use a standard template

Create a company template that includes required recitals, authorization language, and a signature block to reduce drafting errors and speed approvals.

Verify names and titles

Confirm legal entity name and signer capacity against articles of organization and the operating agreement to avoid bank or counterparty rejections.

Capture vote records

Record member or manager votes in meeting minutes or a written consent to show procedural compliance with the operating agreement.

Keep certified copies

Retain a certified copy in the minute book and provide redacted or certified copies to third parties as requested to preserve evidentiary value.

Frequently asked questions about Business LLC resolutions

Answers to common questions about execution, notarization, eSignatures, and what to do when a third party requests certified proof of authority.

Need help? Contact support

Is notarization required?
Not typically. LLC resolutions are usually internal records and do not require notarization unless a bank or third party specifically requests a notarized or certified copy.
Can the resolution be signed electronically?
Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures are legally effective for most commercial records if intent, consent, attribution, and retention are satisfied.
What if a bank asks for a certified copy?
Provide a certified copy signed by an authorized company officer or counsel. Include an attestation statement confirming the resolution is a true copy of the company records.
How do I correct a signed resolution?
Adopt a new resolution that clarifies or revokes the prior action. Record the corrective resolution with references to the original and the reasons for amendment.
Who verifies signer identity for eSignatures?
Authentication can be email, SMS, KBA, or stronger methods. Choose a level acceptable to requestors; some institutions require notarized signatures or RON for higher assurance.
Where should signed originals be kept?
Keep originals or certified copies in the official minute book or an encrypted records archive. Maintain access controls and a retrieval process for audits or third-party requests.

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