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Business Resolutions to Sell

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BUSINESS RESOLUTIONS TO SELL

Company Name:   State of Incorporation:

A meeting of the Board of Directors was held on at , at which a quorum was present and acting throughout.

WHEREAS

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to sell certain assets or equity interests of the business described below pursuant to commercially reasonable terms and conditions;

WHEREAS, the assets or equity proposed for sale are generally described as: (the "Assets");

WHEREAS, the Board has reviewed and considered the terms of the proposed transaction and finds that the sale on the terms set forth in these resolutions is advisable and in the best interest of the Company and its shareholders.

RESOLUTIONS

RESOLVED, that the Company is authorized to negotiate, execute and deliver all documents necessary to effect the sale of the Assets to Buyer Name: on such terms and conditions as the officers designated below shall deem reasonable and in the best interests of the Company.

FURTHER RESOLVED, that the officers of the Company, including , are each authorized, empowered and directed to execute and deliver on behalf of the Company any purchase agreement, bill of sale, assignment, closing statements, certificates and any and all other documents and instruments necessary or desirable to consummate the sale and to take any further action necessary to carry out the intent of these resolutions.

SCOPE OF WORK (DESCRIPTION OF ASSETS OR INTERESTS SOLD)

PAYMENT TERMS

Purchase Price: $

Late Payment Fee: on overdue amounts, and the prevailing legal remedies to collect unpaid sums.

Escrow Agent (if any):

Anticipated Closing Date:

TERM AND TERMINATION

These resolutions are effective as of the adoption date set forth below and shall remain in effect until the earlier of (a) completion of the sale contemplated herein, or (b) termination by the Board upon written notice to the authorized officers not less than days prior to the effective termination date.

Contract Start Date:    Contract End Date:

CONFIDENTIALITY

The Company and Buyer shall maintain in confidence all non-public information disclosed in connection with the negotiation and consummation of the sale. Each party shall use confidential information solely for the purpose of evaluating and closing the transaction and shall not disclose such information except to employees, advisors, or affiliates who have a need to know and are bound to confidentiality obligations at least as protective as those herein. Exceptions include information that is or becomes publicly known through no breach of this obligation or is lawfully required to be disclosed.

The undersigned parties acknowledge and agree to the confidentiality obligations set forth herein.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

The Company represents and warrants that it owns good and marketable title to the Assets free and clear of liens, except as disclosed in writing to Buyer prior to the execution of the definitive sale documents. The Company will indemnify Buyer for breaches of such representations and warranties in accordance with the terms of the definitive sale agreement. Buyer shall provide customary representations and indemnities with respect to its ability to consummate the transaction.

FURTHER ACTION

RESOLVED FURTHER, that any officer of the Company is authorized and directed to take any and all actions, execute and deliver any and all instruments and do all things necessary or desirable to carry out the foregoing resolutions and to effectuate the consummation of the sale on the terms approved.

GOVERNING LAW

This resolution and any definitive agreements executed in connection with the sale shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

These resolutions constitute the full and complete expression of the Board's determinations and, together with the definitive sale documents executed by the parties, contain the entire agreement between the parties with respect to the subject matter hereof, superseding all prior oral or written communications.

CERTIFICATION

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company at a meeting duly called and held in accordance with the Bylaws and laws of the State of incorporation, and that the resolutions are in full force and effect.

Seller Representative:

By:

Date:

Buyer Representative:

By:

Date:

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What a Business Resolution to Sell Is and When It’s Used

A Business Resolution to Sell is a written corporate action that authorizes the sale of company assets, equity, or a business unit and documents who may negotiate, approve, and close the transaction. Typically adopted by a board of directors or by members under an LLC operating agreement, the resolution records recitals, sale terms, delegated authority, and any closing conditions. It becomes part of the corporate minute book and often accompanies purchase agreements, escrow instructions, and transfer filings. Electronic signature and recordkeeping standards (ESIGN, UETA) permit e-signed resolutions where state and transaction-specific exceptions do not apply.

Why a Formal Resolution Matters for Sales

A clear resolution creates legal authority to sell, reduces disputes about signatory power, preserves corporate formalities, and supports buyer and lender due diligence while creating an auditable record of the company’s authorization.

Why a Formal Resolution Matters for Sales

Who Typically Prepares and Signs These Resolutions

The following stakeholders commonly prepare, approve, or rely on Business Resolutions to Sell during a transaction.

  • Board of Directors — Official corporate body that adopts resolutions authorizing major corporate actions and delegating signing authority.
  • LLC Members/Managers — Member or manager votes or written consents are used where LLC governing documents require member approval.
  • Buyers, Lenders, and Counsel — Receive the resolution to verify seller authority and to satisfy closing and financing conditions.

Use the resolution to document authority, inform escrow, and satisfy third-party review by counsel, banks, and purchasers.

Step-by-Step: Preparing and Adopting a Resolution to Sell

Follow a simple sequence to prepare, approve, and record the resolution so it supports closing and complies with corporate governance rules.

  • 01
    Draft: Prepare recitals, sale terms, and delegated authority in clear legal language.
  • 02
    Approve: Have the board or members adopt the resolution at a meeting or by written consent.
  • 03
    Record: Enter the signed resolution in the corporate minute book and retain supporting minutes.
  • 04
    Distribute: Provide copies to buyers, lenders, escrow agents, and counsel for closing.

Core Elements Every Professional Resolution Should Include

A durable resolution balances specificity with flexibility: it must identify the transaction, authorize actors, set limits, and create an evidentiary trail for third parties and regulators.

Recitals

Brief background statements that explain the business rationale and identify related agreements, ensuring context for the authorization and reducing ambiguity during review.

Authorization Clause

Explicit language granting the board or members authority to approve the sale and delegate signing power, including monetary or asset thresholds where applicable.

Delegation of Authority

If delegates sign, name individuals or officer positions and define limits and time horizon to avoid challenges about apparent authority.

Transaction Scope

Define precisely what is sold — assets, stock, or a business unit — and list excluded assets, contracts, or liabilities if necessary.

Conditions and Approvals

State required conditions for closing such as buyer financing, regulatory approvals, or third-party consents to prevent premature commitments.

Recordkeeping Instruction

Direct where signed originals and electronic copies are stored and who maintains the minute book for future inspection and audit.

Required Data Points to Include on the Resolution

Company Legal Name: Exact filed name
State of Formation: State or jurisdiction
Resolution Date: MM/DD/YYYY
Authorized Signers: Full names and titles
Transaction Scope: Assets or equity described
Consideration: Price or payment terms

How to Configure an Online Resolution Workflow

Select authentication, field types, and retention settings to match your governance and closing requirements.

Field Configuration
Signature method Email link with optional SMS code
Authentication level Email-only or KBA for higher risk
Retention policy Archive signed PDF for minimum retention period
Notarization option Enable RON or schedule in-person notary

Digital Signing and Platform Capabilities to Check

Verify platform support for legal e-signature standards, file formats, and integrations needed for closing workflows.

  • File formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security & compliance: AES-256 at rest; TLS 1.2/1.3

Typical eSigning Flow for a Resolution

An efficient eSigning workflow reduces friction while preserving legal evidence: upload, tag, authenticate, execute, and archive.

  • Upload document: Upload the resolution in PDF or DOCX format.
  • Place fields: Add signature, initial, and date fields for each signer.
  • Send to signers: Send secure signing links or invites with authentication.
  • Archive record: Store signed copy plus audit trail for compliance.

Key Risks and Legal Consequences of Poorly Prepared Resolutions

Invalid Authorization: Third parties may refuse to close
Fiduciary Claims: Directors or managers may face liability
Tax Exposure: Incorrect consideration reporting
Contract Rejection: Escrow or lenders may withhold funds
Notary Defects: Notarization errors can delay transfer
Litigation Risk: Disputes over authority or scope

Common Preparation Mistakes to Avoid

  • Using an informal or ambiguous description of the assets being sold, which can lead to disputes during closing and require corrective amendments.
  • Failing to document the board or member vote and minutes, which undermines proof of proper corporate action and can invalidate the resolution to third parties.
  • Listing incorrect or inconsistent corporate names or signatory titles, creating confusion with banks, title companies, and government filers.
  • Not aligning delegated authority limits with purchase price or transaction type, allowing a signer to exceed company approval thresholds.

Practical Tips for Accurate and Efficient Resolutions

Adopt consistent processes and templates to reduce errors, accelerate closings, and maintain governance records.

Confirm Authority Before Signing
Review bylaws or operating agreement and confirm voting thresholds and quorums. If charter documents require member approval for major dispositions, secure written consents to avoid post-closing challenges.
Use Precise Transaction Language
Describe the assets, shares, units, and exclusions clearly. Attach schedules or exhibits listing account numbers, serial numbers, or contract identifiers to remove ambiguity.
Keep Minutes and Attachments Together
Record the meeting minutes, vote tallies, and any dissenting statements in the same file or minute book so third parties can quickly verify that proper action occurred.
Match Signers to Delegation Limits
Ensure the person who signs has authority within the stated limits and that lenders or buyers are provided evidence of any delegated signing power.

Real-World Use Cases for a Resolution to Sell

Practical examples show how resolutions support different transactions and the documentation parties typically expect at closing.

Real Estate Asset Sale

A mid‑size developer adopts a resolution to sell a property portfolio, naming the CEO to sign closing documents

  • Delegation limited to assets under $5 million
  • The resolution, recorded in the minute book and delivered to title and escrow, clarified authority and prevented closing delays by verifying seller signatory power.

Divestiture of Business Unit

An operating company uses a resolution to authorize sale of a product line, delegates negotiation to the CFO, and conditions closing on regulatory consents

  • Delegated authority included a narrow price band
  • The resolution combined with board minutes satisfied buyer diligence and facilitated timely release of escrowed funds at closing.

eSignature Pricing and Feature Snapshot for Executing Resolutions

Compare common vendor pricing and basic feature availability for signing and storing corporate resolutions; signNow is listed first per vendor comparison requirements.

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 credit card required 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

Frequently Asked Questions and Troubleshooting

Answers to common practical and compliance questions about preparing, signing, and storing a Business Resolution to Sell.


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