Can a resolution be signed electronically?

Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when the four e-signature requirements are met: intent, consent, attribution, and record retention.

Is notarization required?

Not always. Statutes seldom mandate notarization for resolutions, but banks and third parties often request notarized or certified copies; check recipient requirements before submission.

Who should sign the resolution?

The certified signer is typically the corporate secretary or an authorized officer; include printed name and title to match formation documents and avoid verification delays.

How do I revoke a resolution?

Revoke by adopting a subsequent board resolution that expressly cancels prior authority and distributing certified copies to parties that relied on the original.

How should signed resolutions be stored?

Store originals in the corporate minute book and retain copies electronically with a tamper-evident audit trail for the recommended retention period.

What if a bank requests additional proof?

Provide articles of incorporation, bylaws or operating agreement, board minutes, and a certified resolution; banks may also request officer identification or notarization.

Electronic Signature
Templates
Miscellaneous
Business Resolution Document

Business Resolution Document

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

BUSINESS RESOLUTION DOCUMENT

Company Name:

Meeting Date: — Location:

WHEREAS

WHEREAS, the board of directors or members of (the "Company") has determined that it is in the best interests of the Company to enter into a commercial agreement with (the "Counterparty") for the provision of certain goods and/or services as further described below.

WHEREAS, the Board has reviewed the proposed scope, financial terms and commercial risk of the proposed engagement and finds such engagement to be advisable, fair to the Company and within the authority of the officers to effectuate following approval by this resolution.

NOW, THEREFORE, BE IT RESOLVED that the Company is authorized to negotiate, finalize and execute on behalf of the Company a written Agreement with the Counterparty containing the terms set forth in this Resolution and such additional terms and ancillary documents as the authorized officers deem necessary or appropriate in their discretion.

SCOPE OF WORK

Describe Scope of Work

PAYMENT TERMS

Total Contract Amount: .

Payment Schedule / Milestones

Late Payment Fee: . If any undisputed amount is not paid when due, interest shall accrue on the unpaid balance at the rate specified above or, if no rate is specified, at 1.5% per month until paid. The Company may withhold further performance pending cure of any material payment default.

TERM AND TERMINATION

Term Commencement Date: — Term Expiration Date: .

Notice Period for Termination: . Either party may terminate the Agreement for convenience upon written notice in accordance with the notice period provided above. Termination for cause shall be permitted where the non‑breaching party provides written notice specifying the breach and allows a reasonable cure period of not less than 15 days for material monetary breaches and not less than 30 days for other material breaches unless immediate termination is required to prevent irreparable harm.

CONFIDENTIALITY

Each party shall keep confidential all non‑public information disclosed by the other party marked or identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not be used except for performance under the Agreement and shall not be disclosed except to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Survival: Confidentiality obligations shall survive termination or expiration of the Agreement for unless a longer period is required by applicable law, or the information is otherwise publicly available through no fault of the receiving party.

GOVERNING LAW

This Resolution and the Agreement authorized hereby shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that venue for any dispute shall be in the state or federal courts located within that state, subject to any mandatory forum selection set out in the Agreement.

ENTIRE AGREEMENT

The Agreement, together with any exhibits and attachments expressly incorporated therein, 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, whether written or oral, relating to such subject matter. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATION OF ADOPTION

I hereby certify that the foregoing Resolution was duly adopted by the board of directors or members of the Company at a meeting duly held on the date set forth above and that the foregoing Resolution remains in full force and effect and has not been modified or revoked.

Certifying Officer (Printed Name): Certifying Officer Title: Certification Date:

Company Representative (Printed Name):

By:

Date:

Counterparty Representative (Printed Name):

By:

Date:

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

A Business Resolution Document is a formal written record adopted by a corporate board or other authorized governing body to document decisions, grant authority, or approve specific actions on behalf of the entity. Typical uses include authorizing officers to open bank accounts, execute contracts, approve mergers or asset transfers, and delegate signing authority to agents or committees. The resolution creates an evidentiary trail for internal governance, external counterparties, and regulators while clarifying who may legally act for the company.

Why a Clear Resolution Matters for Governance and Third-Party Reliance

A properly drafted resolution reduces operational friction, provides proof of delegated authority to banks and vendors, and protects officers from personal liability by documenting corporate consent. It also supports compliance with corporate bylaws and external requirements such as lender or counterparty policies.

Who Typically Prepares and Relies on Business Resolutions

Resolutions are prepared by company officers, corporate secretaries, in-house counsel, or external attorneys and shared with banks, counterparties, and regulators.

Corporate secretary or board counsel prepares, records, and stores official resolutions for the corporate minute book.
C-suite executives and authorized signatories rely on resolutions to demonstrate authority for transactions and banking relationships.
Banks, escrow agents, and third parties request certified copies when verifying signature authority or opening accounts.

Keep a signed and dated copy with corporate records and provide certified copies as requested; requirements vary by counterparty and jurisdiction.

Primary Signers and Document Owners

Board Secretary

The board secretary typically drafts the resolution, records approval in the minutes, and certifies copies. Maintain signatures and dates in the corporate records to support future verifications and audits.

Authorized Officer

An officer (CEO, CFO, president) usually signs to accept delegated authority and execute actions. The officer’s signature and title must match the entity’s official records to avoid bank or counterparty refusal.

Essential Elements to Include in a Professional Resolution

A concise, well-structured resolution contains core elements that prove authority, document action, and identify signers. Use plain language and include dates, titles, and signatures for clarity.

Title

A clear heading stating the entity name and purpose, for example 'Resolution of the Board of Directors of [Entity Name] authorizing bank account opening.'

Recitals

Brief background facts explaining why the resolution is being adopted, such as the need to open accounts, enter contracts, or authorize officers.

Resolved Clause

One or more 'Resolved' paragraphs that state the exact authority granted, including limits, amounts, or term dates where applicable.

Signer Identification

Full legal names, corporate titles, and scope of authority for each person authorized to act under the resolution.

Effective Date

A clearly stated effective date (MM/DD/YYYY) that determines when the resolution becomes operative for third parties and for internal recordkeeping.

Certification and Signature

Certification by an officer or secretary confirming the resolution was duly adopted, plus dated signatures and any required notarization or witness statements.

Supporting Documents to Attach with a Resolution

Attach documents that help verify authority and provide context to external reviewers such as banks, escrow agents, and counterparties.

Articles of Incorporation

Provide the entity’s formation document to confirm legal name and formation jurisdiction for third-party verification.

Bylaws or Operating Agreement

Include governing documents that show how authority is delegated and whether board approval is required for the action.

Board Minutes

Attach or reference the official minutes that record the meeting where the resolution was adopted.

Certificate of Good Standing

A recent certificate from the state of formation can reassure banks and counterparties of the entity’s active status.

Security, Compliance, and Recordkeeping Essentials

Encryption: TLS 1.2/1.3 and AES-256

Audit Trail: IP, timestamp, and action log

Certifications: SOC 2 Type II, ISO 27001

Healthcare: HIPAA support (BAA required)

Legal Standards: ESIGN and UETA compliant

Accessibility: WCAG 2.0 Level AA

Step-by-Step: Prepare, Approve, and Record a Resolution

Follow this sequence to create a valid resolution, obtain approvals, and distribute certified copies to required parties.

01

Draft: Prepare resolution text using entity name and precise authority language.
02

Board Vote: Present and vote in a duly noticed meeting or by written consent.
03

Certify: Have the secretary or authorized officer sign and attest to adoption.
04

Distribute: Provide certified copies to banks, counsel, and internal records.

Typical eSigning Workflow for a Business Resolution

Use a controlled eSigning workflow to collect signatures, capture audit data, and produce a certified copy suitable for third-party reliance.

Upload: Upload the resolution template as a PDF or DOCX file.
Place Fields: Add signature, date, and initial fields for each signer.
Authenticate: Choose signer authentication: email link, SMS code, or stronger verification.
Complete: Capture signed copy and certificate of completion for records.

Configure an Electronic Signing Workflow for Corporate Resolutions

Set up a controlled workflow that ensures correct signer order, authentication, and secure record retention for the resolution.

Field	Configuration
Signer Order	Sequential order: secretary then officer
Authentication	Email link or SMS code; use KBA for higher assurance
Templates	Save standard resolution templates for reuse
Retention	Enable immutable audit trail and export signed PDF

Technology and File Format Requirements for eSubmission

Choose a platform that supports common document formats, secure authentication, and an auditable completion certificate.

Formats: PDF and DOCX supported
Integrations: Works with Google Workspace and Microsoft 365
Authentication: Email, SMS, or advanced methods

Ensure the chosen platform produces a tamper-evident signed PDF and preserves an audit trail for later verification by banks or regulators.

Typical Timelines and Processing Expectations

Expect variable processing times depending on the receiving party; plan for certification and bank review when scheduling transactions tied to the resolution.

Board Adoption:

Adoption occurs immediately when voted; record minutes same day

Certification Time:

Secretary certification typically provided within 1–3 business days

Bank Review:

Bank acceptance or additional requirements usually within 3–10 business days

Notary/RON:

Notarization or RON session scheduling may add 1–7 days

Third-Party Requests:

Escrow or counterparty verification timelines vary by organization

Key Milestones from Draft to Third-Party Reliance

A sequential milestone view helps teams track drafting, approval, certification, and external acceptance of the resolution.

01

Draft Completed

Prepare final text and attachments for review.

02

Board Approval

Vote taken and minutes recorded; resolution adopted.

03

Certification

Secretary signs and certifies the adopted resolution.

04

External Delivery

Provide certified copies to banks, vendors, or regulators.

Common Pitfalls to Avoid When Preparing Resolutions

Using inconsistent entity names between the resolution and formation documents, which can trigger refusals from banks and counterparties.
Granting overly broad authority without limits or durations, leaving officers exposed to unintended obligations or liability.
Failing to record the resolution in the corporate minute book, which can complicate audits and future verifications.
Neglecting required attachments such as articles of incorporation or board minutes, prompting repeated document requests from recipients.

Risks and Consequences of Inaccurate or Incomplete Resolutions

Bank Refusal: Account opening denied

Contract Voidance: Counterparty may decline enforcement

Personal Liability: Officers face personal exposure

Regulatory Scrutiny: Regulator inquiries possible

Operational Delay: Transactions postponed

Increased Costs: Attorney or re-documentation fees

Real-World Examples of Resolution Use

Two anonymized customer stories illustrate how organizations use resolutions to streamline operations and satisfy third-party requirements.

Optica Ventures (COO)

Board adopted an account-authority resolution to centralize banking

Resulted in single authorized signer for day-to-day transactions
The certified resolution simplified bank onboarding and reduced repetitive identity requests, enabling faster vendor payments and clearer internal controls.

Martin Properties (Founder)

Property management firm used resolutions to delegate leasing authority

Delegation limited by dollar and term caps
Having a documented, signed resolution sped up lease execution and reduced the need for repeated board approvals on routine agreements.

How a Board Resolution Differs from a Power of Attorney

Quick comparison to clarify when to use a corporate resolution versus a power of attorney for delegated authority.

Criteria	Board Resolution	Power of Attorney
Primary purpose	corporate action	individual representation
Typical signers	board/secretary	principal or attorney-in-fact
Notarization	often requested	often required
Duration	as specified	as specified or durable

eSignature Vendor Pricing and Feature Snapshot

Comparison of starting price and core features relevant to signing corporate resolutions; signNow is listed first as a baseline for platform capabilities.

	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 env/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Business Resolutions

Answers to common questions about validity, signing, notarization, storage, and how electronic signatures affect corporate resolutions.

Need help? Contact support

Can a resolution be signed electronically?
Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when the four e-signature requirements are met: intent, consent, attribution, and record retention.
Is notarization required?
Not always. Statutes seldom mandate notarization for resolutions, but banks and third parties often request notarized or certified copies; check recipient requirements before submission.
Who should sign the resolution?
The certified signer is typically the corporate secretary or an authorized officer; include printed name and title to match formation documents and avoid verification delays.
How do I revoke a resolution?
Revoke by adopting a subsequent board resolution that expressly cancels prior authority and distributing certified copies to parties that relied on the original.
How should signed resolutions be stored?
Store originals in the corporate minute book and retain copies electronically with a tamper-evident audit trail for the recommended retention period.
What if a bank requests additional proof?
Provide articles of incorporation, bylaws or operating agreement, board minutes, and a certified resolution; banks may also request officer identification or notarization.

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