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Business Resolutions Document

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BUSINESS RESOLUTIONS DOCUMENT

Company Name:

State of Formation:    Date of Resolution:

Place of Meeting:

Whereas

WHEREAS, the directors and/or members of the Company listed above duly convened a meeting at the location indicated and on the date indicated and a quorum was present for the transaction of business; and

WHEREAS, the Company has determined that it is advisable and in the best interests of the Company to enter into a General Business Agreement with the service provider identified below for the purpose of procuring specified services; and

WHEREAS, the Board has reviewed the principal terms and authorizes Company officers to negotiate, finalize and execute the Agreement and any ancillary documents on behalf of the Company, subject to the terms set forth in this Resolution.

Resolved

RESOLVED, that the Company is hereby authorized to enter into a General Business Agreement (the Agreement) with Service Provider Name: on the terms and conditions set forth below, and that such Agreement shall be substantially in the form reviewed by the Board;

FURTHER RESOLVED, that the officers of the Company are authorized and directed to negotiate, execute, and deliver the Agreement and any and all documents, certificates and instruments necessary or desirable to effectuate the intent and purpose of these resolutions, and to take any additional action required to perform the obligations of the Company thereunder.

Scope of Work

Payment Terms

The Company shall pay the Service Provider in accordance with the following terms:

All amounts are payable in United States dollars. Invoices not paid within the agreed period shall accrue interest and late fees as specified above. The Company may withhold payment for nonconforming services until corrected.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate the Agreement for convenience upon giving the other party the notice specified above. Either party may terminate immediately for material breach, insolvency, or unlawful conduct. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party acknowledges that during the performance of the Agreement it may receive Confidential Information of the other party. "Confidential Information" shall include non-public business information, technical data, pricing, customer lists and other information reasonably understood to be confidential.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of the Agreement; and (c) restrict disclosure to employees and agents who have a need to know and who are bound to maintain confidentiality. The obligations hereunder survive termination for a period of three (3) years unless otherwise agreed in writing.

Governing Law

This Agreement and these Resolutions shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

Entire Agreement

The Agreement, together with these Resolutions and any exhibits or schedules specifically incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Certification of Adoption

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors or other governing body of the Company on the date set forth below and that such resolutions are in full force and effect as of the date of this certification.

Company Representative:

By:

Date:

Service Provider Representative:

By:

Date:

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What a Business Resolutions Document Is

A Business Resolutions Document is a formal written record of decisions adopted by a company’s board of directors or other authorized governing body. It documents actions such as appointing officers, authorizing bank accounts, approving major transactions, or delegating authority to employees. Certified copies of the resolution are often requested by banks, title companies, and third parties as proof of authority. The document may be stored with company minutes and can be executed electronically where ESIGN and applicable state rules permit.

Why a Clear Resolution Matters

A precise Business Resolutions Document creates a verifiable record of corporate authority, reduces disputes about who can act for the company, and speeds interactions with financial institutions and partners. Properly prepared resolutions support regulatory compliance and internal governance.

Why a Clear Resolution Matters

Who Prepares and Relies on These Resolutions

Typical users include company officers, board secretaries, in-house counsel, and authorized signatories who prepare or rely on certified copies.

  • Corporate officers: Draft and approve language that clearly delegates authority for specified transactions or accounts.
  • Company secretaries: Certify copies, attach minutes, and maintain the corporate record for audits or legal review.
  • Banks and counterparties: Request certified resolutions or notarized copies to accept signers and process financial or legal actions.

Third-party recipients such as banks, escrow agents, and transaction counterparties also review resolutions to confirm authority before completing transactions.

Essential Parts of a Professional Resolution

A well-structured Business Resolutions Document includes identification, clear action language, authority details, and certification to ensure third-party acceptance.

Company Info

Full legal entity name, state of incorporation/formation, and business address to precisely identify the entity taking action and avoid ambiguity with similarly named organizations.

Resolution Text

A concise statement of the board’s decision describing the specific authority granted, limitations, dollar caps, effective scope, and any conditions attached to the authorization.

Effective Date

The date the resolution takes effect, stated as MM/DD/YYYY if possible; this determines when delegated authorities begin and affects statutory timelines.

Authorized Signers

Names and titles of individuals authorized to act, with any signing limits or required co-signatures noted so third parties can verify authority quickly.

Certification Block

Corporate secretary or authorized officer attests to the resolution, signs and dates the certification, and includes the corporate seal if used by the entity.

Attachments

Supporting items such as board minutes, officer lists, or meeting notices that prove the resolution was adopted following governance rules and quorum requirements.

Step-by-Step: Prepare, Approve, and Provide the Resolution

Follow these core steps to produce a valid, third-party-ready Business Resolutions Document from draft to distribution.

  • 01
    Draft Resolution: Prepare clear language describing the authority being granted.
  • 02
    Board Approval: Hold the vote with required quorum and document minutes.
  • 03
    Certify Copy: Corporate secretary signs and dates a certified copy.
  • 04
    Distribute: Send certified copy to banks, registrars, or counterparties.

Typical Digital Workflow for a Resolution

A streamlined eSubmission workflow moves the document from upload to signature, optional notarization, certification, and final distribution with an auditable trail.

  • Upload Document: Upload the draft resolution as PDF or DOCX to your signing platform.
  • Prepare Fields: Place signature, date, and certification fields where required.
  • Signer Authentication: Choose email, SMS code, or stronger verification as needed.
  • Audit Trail: Capture timestamps, IPs, and actions for verification.

Recommended Online Workflow Settings

Configure a signing workflow that matches approval order and supports notarization or certified export as needed by recipients.

Field Configuration
Signer Order Sequential routing so board members sign in the required order.
Authentication Email or SMS code, escalate to KBA for higher assurance.
Notary Option Enable RON where permitted or choose in-person notarization.
Storage Format PDF/A for archival plus audit trail export.

Technical Considerations for eSubmission

Choose a signing platform that accepts common file types, captures an audit trail, and supports the authentication level your recipient requires.

  • File Types: PDF, DOCX, HTML accepted
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Signer Auth: Email, SMS, KBA, SSO

Timing, Common Deadlines, and Processing Expectations

While internal timing varies, expect drafting and internal approval to be immediate and third-party acceptance to depend on recipient policies and any notarization steps.

Board Meeting Date:

Record minutes and resolution on the meeting date.

Certification Date:

Secretary certifies copy; do this promptly after approval.

Bank Submission Timing:

Banks commonly request certified copies within 30 days of issuance.

Notary/RON Availability:

RON session fees typically range $25–$100; scheduling varies by provider.

Record Retention Start:

Retention begins on the effective date of the resolution.

Common Preparation Mistakes to Avoid

  • Using abbreviated or incorrect legal names can lead to banks rejecting the certified resolution and delaying transactions by days or weeks.
  • Failing to record minutes or show quorum evidence makes a resolution vulnerable to challenge and may require reconvening the board.
  • Omitting explicit signing authority or dollar limits forces third parties to seek additional documentation before accepting the resolution.
  • Using only an image overlay signature without an audit trail risks third-party refusal where authentication evidence is required.

Security and Compliance Considerations

Transport Encryption: TLS 1.2/1.3
Data At Rest: AES-256 encryption
Regulatory Certs: SOC 2 Type II, ISO 27001
Health Data: HIPAA (BAA required)
Signature Law: ESIGN and UETA compliance
FDA Records: 21 CFR Part 11 capabilities

Risks and Potential Consequences

Invalid Signature: Document rejected; ESIGN compliance required
Notarization Missing: Third parties may refuse certified copies
Quorum Failure: Resolution void without required quorum
Incorrect Authority: Officer unauthorized; actions unenforceable
Recordkeeping Violation: Retention breach may trigger audit issues
Data Exposure: Privacy risk under HIPAA/CCPA

Practical Elements to Include for Acceptance

Make the resolution easy to verify by including certification, reference to minutes, and clear signatory authority in the document itself.

Certified Copy

Include a certification block signed by the corporate secretary that states the document is a true and correct copy of the board action, with date and corporate seal if used.

Board Minutes

Attach or reference meeting minutes showing the vote, attendees, and quorum to substantiate adoption of the resolution for third-party review.

Signatory Blocks

Provide full printed names, titles, and signature lines for authorized persons; indicate whether single or dual signatures are required for given actions.

Notary/Attestation

If a recipient requires notarization, include space for in-person or RON notary acknowledgment and note any state-specific witness needs.

How Organizations Use Resolutions

Real examples illustrate how resolutions speed transactions and verify authority across industries.

Optica Ventures LLC

A venture firm documented delegated signing authority for investments

  • The board approved a standing resolution for deal signatures
  • Certified copies allowed the firm to complete closings remotely and satisfy counterparty acceptance without repeated paperwork.

Martin Properties

A real estate operator used resolutions to authorize property closings

  • The resolution named officers permitted to sign escrow documents
  • This reduced closing delays and ensured banks accepted company signers without additional verification.

eSignature Pricing Comparison for Resolution Workflows

Compare common plan starting prices and core capabilities; contact vendors for exact plan details tailored to volume, compliance, and integration needs.

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 Yes, limited Yes, limited Yes, limited Yes, limited
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes (BAA) Yes (BAA) No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

FAQs and Troubleshooting for Business Resolutions

Answers to common questions about validity, notarization, e-signatures, and platform options when preparing Business Resolutions Documents.


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