Is an e-signature valid?

Yes. The ESIGN Act (15 U.S.C. ch. 96) and UETA permit electronic signatures for most transactions in the United States, provided intent, consent, attribution, and record retention are satisfied; statutory exceptions like wills or certain court filings may still require paper.

Who can legally sign?

Authorized signers are those given authority by corporate bylaws, the LLC operating agreement, or a prior resolution. Confirm authority in minutes or written consent to satisfy banks, escrow agents, and buyers.

Do I need a notary or witness?

Notarization or witnesses are sometimes required by counterparties or state law for related transfer documents; the resolution itself may be accepted without notarization, but parties often request notarized certification for title transfers or bank acceptance.

What if names or titles mismatch?

Mismatched entity names or signer titles can prompt banks or escrow to request corrective affidavits, amended resolutions, or certified incumbency statements, delaying closing and increasing cost.

Can the resolution be revoked?

Yes — corporate governance rules permit revocation or amendment by a subsequent properly adopted resolution or consent; record any revocation with the same level of formality used to adopt the original resolution.

How long should I keep the record?

Retain the signed resolution for the active term plus applicable federal and state periods; keep at least three years for tax and audit purposes and longer where industry rules or state law require it.

Electronic Signature
Templates
Miscellaneous
Business Resolution to Sell

Business Resolution to Sell

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

BUSINESS RESOLUTION TO SELL

Company Name: State of Incorporation:

Date of Board/Member Meeting:

WHEREAS

WHEREAS, the Board of Directors or Members of the Company has determined that it is in the best interests of the Company to sell certain assets, property, or equity interests of the Company as described in this resolution; and

WHEREAS, the Board has reviewed the proposed terms of the sale, including the identity of the proposed purchaser, the consideration to be received, and the proposed closing mechanics, and finds the terms to be fair, reasonable, and in the best interests of the Company; and

WHEREAS, the Board desires to authorize designated officers to negotiate, execute and deliver all documents and take all actions reasonably necessary to effectuate the sale on the terms approved by the Board.

RESOLUTION OF AUTHORIZATION

NOW, THEREFORE, BE IT RESOLVED that the Company is hereby authorized to sell, transfer, convey, assign and deliver the assets and/or equity interests described below pursuant to the terms set forth in this resolution and any definitive sale documentation executed by the parties.

Description of Assets or Interests to be Sold Proposed Purchaser

SCOPE OF WORK

The parties acknowledge and agree that certain transitional services and deliverables may be required in connection with the sale. Describe the scope of transitional activities, if any, that the Company will provide to the Purchaser:

PAYMENT TERMS

Purchase Price: $ Currency:

Payment Schedule and Terms

Late Payment Fee (if any):

TERM AND TERMINATION

Effective Date: Anticipated Closing Date:

This authorization and any related transitional obligations shall terminate on the earlier of completion of the sale or .

Notice Period for Termination

CONFIDENTIALITY

All non-public information exchanged in connection with the negotiation or consummation of the sale shall be treated as confidential and shall not be disclosed except as required by law, court order, or regulatory authority. The receiving party shall use such confidential information solely for evaluating and effectuating the sale and shall take commercially reasonable measures to protect such information from unauthorized disclosure.

The obligations in this Confidentiality clause shall survive the closing or termination of the sale for a period of years.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

The execution and delivery of definitive sale documents by the authorized officers shall include customary representations and warranties by the Company regarding title to the assets, authority to sell, and absence of undisclosed liabilities. The definitive sale documents shall also include indemnification provisions appropriate to the transaction and allocation of known and unknown liabilities between the parties.

GOVERNING LAW

This Resolution and any definitive sale documents executed pursuant to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Resolution constitutes the entire authorization of the Board with respect to the matters addressed herein. To the extent any prior board or member action is inconsistent with this Resolution, this Resolution supersedes and replaces such prior action solely with respect to the matters set forth herein. The definitive sale documents shall constitute the entire agreement between the parties with respect to the sale.

CERTIFICATION

I, the undersigned, being the duly appointed and acting Secretary (or other authorized officer) of the Company, hereby certify that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors or Members of the Company on the date indicated above and that such resolution is in full force and effect and has not been modified or rescinded as of the date hereof.

Name of Certifying Officer Title of Certifying Officer Date of Certification

Company:

By:

Date:

Purchaser:

By:

Date:

What a Business Resolution to Sell Is and why it matters

A Business Resolution to Sell is a formal corporate record that documents a board or member decision authorizing a company to sell specified assets, equity, or a business unit. It records the approval process, identifies authorized signatories, specifies transaction scope and conditions, and authorizes officers or agents to execute sale documents. Entities use a resolution to satisfy internal governance, provide evidence to buyers and lenders, meet escrow requirements, and support tax and regulatory reporting in M&A or asset-transfer transactions.

Why adopting a clear resolution reduces transactional friction

A well-drafted Business Resolution to Sell creates verifiable authority for signers, documents corporate approval, and reduces the risk of post-closing disputes or bank and escrow rejection by clearly stating the scope and limitations of the sale.

Who typically prepares and relies on this resolution

Typical users who prepare or rely on a Business Resolution to Sell include corporate boards, LLC managers, and corporate counsel.

Corporate boards and directors: approve and record the sale and delegate signing authority.
LLC members or managers: document member consent consistent with operating agreement and state statutes.
Buyers, lenders, and escrow agents: request resolution as proof of authority during closing.

A clear resolution helps satisfy banks, escrow agents, buyers, and regulators that the sale was properly authorized under governing law.

Core elements parties expect to see in the resolution

A professional Business Resolution to Sell contains clear identifiers, authorization language, voting records, and execution details so third parties can verify authority and scope without additional back-and-forth.

Entity Identifiers

Exact legal entity name, formation jurisdiction, and tax ID where applicable; these details allow counterparties and banks to verify corporate existence and standing prior to closing.

Resolution Text

A precise statement authorizing the sale of specified assets or equity, including any price framework, conditions precedent, and identified exclusions to reduce ambiguity.

Authority Clause

Explicit delegation naming officers or agents authorized to sign, with any monetary or conditional limits and instructions for escrow delivery.

Vote Record

Meeting date or written consent reference, quorum confirmation, and vote tally or unanimous consent language to evidence compliance with governing rules.

Attachments

Schedules, asset lists, purchase agreement references, and closing instructions appended or incorporated by reference to support due diligence and transfer clarity.

Execution Block

Signature lines with printed names, corporate titles, dates, and optional notary or witness acknowledgements when required by counterparties or state formalities.

Step-by-step: preparing and executing the resolution

Use this sequential checklist to draft, approve, and execute a Business Resolution to Sell so the record meets governance and closing requirements.

01

Draft: Describe assets, terms, parties, and effective date.
02

Review: Confirm bylaws or operating agreement and legal counsel input.
03

Authorize: Hold meeting or obtain written consent and record the vote.
04

Execute: Designated officer signs, notarizes if needed, and deliver certified copy to closing parties.

Recommended electronic workflow settings for reliable execution

Configure these workflow settings when completing and sharing the resolution electronically to preserve evidence and control access.

Field	Configuration
Signer Authentication	Email link or SMS code; use multi-factor for high-risk transactions.
Field Types	Signature, date, text, and checkbox fields for role acknowledgement.
Conditional Fields	Show officer-specific fields only when that role is selected.
Retention Settings	Enable audit trail capture and secure long-term storage.

Execution flow from draft to signed record

Typical execution flow for a Business Resolution to Sell: draft, authorize, sign, notarize if required, and distribute executed copies to closing parties and records.

Draft: Prepare resolution language and attachments.
Authorize: Record board vote or written consent.
Sign: Capture signatures electronically or on paper; include notarization if required.
Distribute: Provide executed copies to buyer, lender, escrow, and corporate records.

Technical considerations when using e-signature platforms

Technical considerations when using electronic platforms to sign, notarize, and distribute a Business Resolution to Sell across transaction participants.

Formats: PDF, DOCX, and Excel support
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email link, SMS code, or stronger MFA

Baseline pricing and capability comparison for eSignature vendors

Compare starting prices and selected features from common eSignature providers used to execute Business Resolutions to Sell, with signNow listed first.

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

Security and compliance features to look for

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

Certifications: SOC 2 Type II, ISO 27001, PCI DSS

Regulatory: ESIGN, UETA, 21 CFR Part 11 compliance

Privacy: HIPAA-compliant (BAA required), CCPA

Accessibility: WCAG 2.0 Level AA

Audit Trail: Timestamps, IP addresses, and action history retained

Key legal and transactional risks from an incorrect resolution

Invalid Authority: Sale may be voidable

Tax Exposure: Audit or reclassification risk

Closing Delay: Escrow or lender rejection

Fiduciary Claims: Shareholder litigation risk

IRS Penalties: Incorrect reporting penalties

Notary Noncompliance: Delay or rejection by counterparties

Common preparation mistakes to avoid

Using ambiguous asset descriptions that leave open whether inventory, intellectual property, or contracts are included, which leads to post-closing disputes.
Failing to document the approving vote properly—no minutes, lacking quorum details, or unsigned consent—causing third parties to question authority.
Omitting notarization or witness when required by the buyer or state for related transfer documents, delaying the closing process.
Mismatched entity names or signer titles between the resolution and formation documents, triggering bank rejection or corrective affidavits.

Practical tips for accurate and efficient completion

Adopt these best practices to make your resolution clear, verifiable, and acceptable to banks and closing agents.

Confirm authority and minutes

Before executing a resolution, confirm that corporate minutes or written consents record the approving vote. Attach or reference meeting minutes, quorum details, and voting results to prevent disputes and satisfy bank or escrow verification requests.

Use precise asset descriptions

Describe the assets or equity interest being transferred with specificity, including serial numbers, percentage interests, or schedule attachments. Vague descriptions increase the risk of ambiguity and can obstruct title transfer or post-closing claims.

Limit and define authority

Specify exact powers granted to officers or agents, including signing limits, closing conditions, and escrow routing. Time-limited or conditional authorizations reduce risk and clarify scope for counterparties and downstream recordkeeping.

Preserve execution evidence

Retain signed originals, notarizations if obtained, and electronic audit trails. Ensure the record meets ESIGN/UETA tests—intent, consent, attribution, and retrievability—and keep secure backup copies for audit and legal hold purposes.

Real-world examples of resolution use in closings

Examples where signed resolutions helped complete sales and satisfied counterparties' authority checks.

Martin Properties

Martin Properties moved to online execution for closing documents and resolutions to speed closings.

Signed securely on mobile devices, offline capable.
Founder Tim Martin reported full compliance and built-in security, enabling efficient remote processing of resolutions and sale documents without sacrificing auditability or integrity.

Optica Ventures

Optica Ventures streamlined authorization documents for asset sales and investor approvals using electronic signatures.

Customers found the interface simple and fast to use.
COO Brian Fitzgibbons noted the interface is easy for both staff and customers, reducing friction in collecting signed resolutions and supporting faster closings.

Who signs and certifies the resolution

Board Chair

Board chairs or directors commonly sign resolutions or certify meetings; they must ensure the resolution aligns with bylaws, reflect quorum and voting results, and clearly delegate authority for closing actions.

Corporate Counsel

Corporate counsel drafts or reviews the resolution language, confirms statutory and charter compliance, advises on disclosure and indemnity clauses, and often prepares certificates of incumbency or legal opinions for counterparties.

Timing items to track during a sale transaction

Simple timing checkpoints to ensure the resolution’s adoption and delivery align with closing schedules.

Adoption Date:

Record resolution date; affects effective authority.

Delivery to Buyer:

Provide certified copy before closing.

Bank Acceptance:

Banks may require certified resolution in advance.

Notarization Window:

Notarize close to signing date if needed.

Record Retention:

Store signed copy for required retention periods.

Milestone sequence for adopting and preserving the resolution

Sequential milestones to complete a Business Resolution to Sell: drafting, corporate approval, execution, and recordkeeping across the transaction lifecycle.

01

Draft Approval

Draft prepared and reviewed for legal compliance.

02

Board Vote

Meeting held or written consent executed; vote recorded.

03

Execution & Notary

Authorized signer executes; notarize if required by parties.

04

Distribute & Store

Provide copies to closing parties and retain originals.

Frequently asked questions about Business Resolutions to Sell

Answers to common issues encountered when preparing, executing, notarizing, or relying on a Business Resolution to Sell.

Need help? Contact support

Is an e-signature valid?
Yes. The ESIGN Act (15 U.S.C. ch. 96) and UETA permit electronic signatures for most transactions in the United States, provided intent, consent, attribution, and record retention are satisfied; statutory exceptions like wills or certain court filings may still require paper.
Who can legally sign?
Authorized signers are those given authority by corporate bylaws, the LLC operating agreement, or a prior resolution. Confirm authority in minutes or written consent to satisfy banks, escrow agents, and buyers.
Do I need a notary or witness?
Notarization or witnesses are sometimes required by counterparties or state law for related transfer documents; the resolution itself may be accepted without notarization, but parties often request notarized certification for title transfers or bank acceptance.
What if names or titles mismatch?
Mismatched entity names or signer titles can prompt banks or escrow to request corrective affidavits, amended resolutions, or certified incumbency statements, delaying closing and increasing cost.
Can the resolution be revoked?
Yes — corporate governance rules permit revocation or amendment by a subsequent properly adopted resolution or consent; record any revocation with the same level of formality used to adopt the original resolution.
How long should I keep the record?
Retain the signed resolution for the active term plus applicable federal and state periods; keep at least three years for tax and audit purposes and longer where industry rules or state law require it.

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