Does a BOR need to be notarized?

Most board resolutions do not require notarization to be valid internally; however, third parties (banks, registrars) may require notarized or certified copies for their procedures.

Can an unsigned BOR be used to authorize action?

An unsigned BOR is a draft and does not by itself authorize corporate action; only an adopted and signed resolution or documented unanimous consent confers authority.

Who should sign the final BOR?

Typically the corporate secretary and the board chair or authorized officer sign; follow bylaws for required signatories and any attestation language.

Is eSignature acceptable for BORs nationally?

Electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure the method demonstrates intent, attribution, consent, and record retention.

How should executed BORs be stored?

Store executed BORs with the minute book, keep a tamper-evident PDF, and retain the audit trail; follow retention timelines and industry-specific rules.

What if a third party rejects a BOR?

Request their required form or certification language, consider notarization or an officer certification, and, if needed, have counsel prepare tailored attestation language.

Business Unsigned BOR

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BUSINESS UNSIGNED BOR

This Business Unsigned BOR (the Agreement) is entered into as of between:

Business Name: Business Address: Counterparty Name: Counterparty Address:

RECITALS

WHEREAS, Business Name provides goods, services, or other business functions as described herein and holds the requisite authority and capacity to enter into this Agreement; and

WHEREAS, Counterparty desires to retain Business Name to perform the services set forth in the Scope of Work and to otherwise comply with the obligations established in this Agreement; and

WHEREAS, the parties intend that this Agreement memorialize mutual obligations, payment terms, confidentiality requirements and dispute resolution terms related to the Business Unsigned BOR described herein.

SCOPE OF WORK

Business will perform the following services, tasks and deliverables for Counterparty in accordance with the terms and schedule set forth below:

PAYMENT TERMS

Total Contract Amount: $

Payment Schedule / Milestones:

Invoices shall be submitted in writing and are payable within days of receipt unless otherwise agreed in writing. Payments shall be made in United States dollars unless otherwise specified.

Late Payment Fee: Interest shall accrue on overdue amounts at: (or the maximum rate permitted by law, if less). In addition, the non-defaulting party may recover reasonable collection costs and attorney fees incurred in enforcing payment obligations.

TERM AND TERMINATION

Commencement Date: Termination Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve the parties of obligations accrued prior to the effective date of termination, including payment for services performed and reimbursable expenses.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the Receiving Party without restriction at the time of disclosure as evidenced by written records; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care as it uses for its own confidential information, and (ii) use Confidential Information only to perform its obligations under this Agreement. Upon written request or upon termination, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, regulation or valid court order, provided the Receiving Party (to the extent lawful and practicable) provides prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy.

GOVERNING LAW

This Agreement 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 state and federal courts located within that state for the resolution of disputes, subject to any contractual alternative dispute resolution agreed in writing.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and perform its obligations. Business represents that any services provided will be performed in a professional and workmanlike manner in accordance with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or infringement of third-party rights.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The rights and obligations of the parties under confidentiality, indemnification and payment provisions shall survive termination or expiration of this Agreement.

Business Registration / Tax ID (if applicable): BOR Reference / Internal File Number:

Business (Party A) — Printed Name:

By:

Date:

Counterparty (Party B) — Printed Name:

By:

Date:

What the Business Unsigned BOR Is and when it’s used

A Business Unsigned BOR is a draft board resolution (BOR) prepared for corporate action that has not yet been signed or adopted by the board. It documents proposed corporate decisions—such as officer appointments, bank authorizations, contract approvals, or corporate filings—so the board can review, amend, and vote. Because it is unsigned, it serves as a working document and should be retained with meeting minutes, attendee lists, and any supporting exhibits until formally adopted and executed according to corporate bylaws and state law.

Why a clear, compliant unsigned BOR matters

A properly drafted unsigned BOR clarifies proposed actions for board review, reduces ambiguity during meetings, and creates an audit-friendly record for governance. It helps ensure meeting minutes match the intended corporate action and supports later validation if questions arise under state corporate law or fiduciary standards.

Typical users and stakeholders for an unsigned BOR

This document is used by corporate officers, corporate secretaries, general counsel, and outside advisors to prepare and circulate proposed board actions prior to a formal vote.

Corporate Secretary: Prepares draft BOR, circulates to directors, and includes it with meeting minutes.
General Counsel: Reviews legal language, ensures compliance with bylaws and applicable statutes.
CFO / Treasurer: Verifies financial authorizations, bank signatory language, and fiscal impact language.

After review, the board signs or amends the BOR; the corporate secretary retains the final executed copy with minutes and exhibits.

Core parts of a professional Business Unsigned BOR

A well-structured BOR contains standard sections so board members can quickly understand the proposal, legal basis, and requested action before signing.

Title

Clear, specific resolution title stating the subject and corporate entity name to avoid confusion across subsidiaries or affiliates.

Recitals

Concise background facts explaining why the board is considering this action, including references to contracts, prior approvals, or regulatory requirements.

Resolved Clauses

Numbered operative clauses that state the exact actions authorized, with dollar amounts, term dates, or delegation limits where applicable.

Signature Block

Space for director/officer names, titles, dates, and any notary or attestation language if the corporation’s bylaws or third parties require it.

Exhibits

List and attach supporting documents (contracts, quotations, officer certifications) referenced in recitals or resolved clauses.

Adoption Record

A short section recording the meeting date, voting results, and method of vote (in person, teleconference, unanimous consent).

Step-by-step: preparing and finalizing a Business Unsigned BOR

Follow these sequential steps to draft, circulate, adopt, and file a BOR correctly so corporate actions are valid and documented.

01

Draft the BOR: Prepare recitals, resolved clauses, and exhibits in plain language.
02

Legal Review: Have counsel confirm wording, statutory compliance, and delegation limits.
03

Circulate to Directors: Send the unsigned BOR with agenda and supporting materials before the meeting.
04

Record Adoption: After vote, enter adoption language, obtain signatures, and attach to minutes.

Suggested digital workflow settings for drafting and approving the BOR

Configure a simple review-and-sign workflow that aligns with corporate procedure and audit needs.

Field	Configuration
Document Template	Create a reusable BOR template with locked recitals and editable resolved clauses.
Reviewer Step	Add legal and finance as required reviewers before director circulation.
Signing Order	Set signer order by role (e.g., Chair then Secretary) or allow parallel signing where permitted.
Audit Trail	Enable timestamp, IP, and signer authentication to preserve evidence of adoption.

Typical online BOR circulation and signing flow

A standard e-working process moves the BOR from draft to executed record while capturing verification and audit metadata.

Upload Draft: Upload template or draft to the signing platform and assign editable fields.
Add Signers: Enter director emails and specify roles and signing order.
Authenticate: Require email link or stronger verification (SMS/KBA) for high-risk actions.
Complete & Archive: Signed BOR and certificate of completion are saved with minutes.

Digital signing considerations and platform capabilities

Use an eSignature platform that supports secure authentication, audit trail generation, and PDF archival for corporate records.

Authentication: Email, SMS, or advanced KBA options
Audit Trail: IP, timestamp, and action log
File Formats: PDF and DOCX export

Common drafting and circulation pitfalls

Unclear authority: failing to specify delegated authority leads to acceptance delays and third-party rejection.
Mismatched names: signer names that differ from formation records can prevent banks from processing transactions.
Missing minutes: not attaching meeting minutes undermines evidence of board approval and may trigger challenges.
Vague language: ambiguous monetary limits or delegation terms increase legal and operational risk.

Consequences of improperly prepared or unsigned BORs

Invalid Action: Unauthenticated or unsigned resolutions can leave contracts unenforceable or authority unproven.

Personal Liability: Directors acting without proper authorization risk fiduciary liability under state corporate statutes.

Transaction Delays: Banks and counterparties may refuse to act without verified executed resolutions.

Regulatory Scrutiny: Incorrect corporate approvals can trigger inquiries in regulated industries.

Recordkeeping Gaps: Absent final signed BORs complicate audits and M&A due diligence.

Dispute Evidence: Unsigned drafts may not satisfy evidentiary standards in litigation.

Timing and record deadlines to plan for

Track key dates from draft circulation through adoption and archival to keep corporate records accurate and compliant.

Board Notice Period:

Follow bylaws for notice timing; often 7–30 days before the meeting.

Effective Date:

Enter effective date in the BOR; immediate effect requires explicit language.

Minute Book Filing:

Attach executed BOR to minutes promptly after adoption.

Third-Party Deadlines:

Coordinate bank or counterparty document submission windows to avoid processing delays.

Retention Start:

Retention begins when the BOR is adopted and executed; preserve original with minutes.

Real-world examples of BOR use and outcomes

Two representative customer scenarios show how a clear BOR avoids operational friction and supports audits.

Optica Ventures LLC — Brian Fitzgibbons

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

The BOR template reduced pre-meeting revisions.
As a result, Optica consolidated approvals and kept a single executed BOR with minutes to satisfy bank and investor requests.

Martin Properties — Tim Martin

I can process and execute all of these documents online with 100% compliance and built-in security.

Digital circulation avoided in-person signing delays.
This enabled Martin Properties to close property management agreements faster while maintaining consistent minute book records.

Comparison of common eSignature providers for BOR execution

Platform pricing and features vary; signNow appears first here for direct feature comparison across typical criteria relevant to corporate resolutions.

	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 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 about unsigned BORs

Answers to common questions about drafting, signing, notarization, and recordkeeping for board resolutions.

Need help? Contact support

Does a BOR need to be notarized?
Most board resolutions do not require notarization to be valid internally; however, third parties (banks, registrars) may require notarized or certified copies for their procedures.
Can an unsigned BOR be used to authorize action?
An unsigned BOR is a draft and does not by itself authorize corporate action; only an adopted and signed resolution or documented unanimous consent confers authority.
Who should sign the final BOR?
Typically the corporate secretary and the board chair or authorized officer sign; follow bylaws for required signatories and any attestation language.
Is eSignature acceptable for BORs nationally?
Electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure the method demonstrates intent, attribution, consent, and record retention.
How should executed BORs be stored?
Store executed BORs with the minute book, keep a tamper-evident PDF, and retain the audit trail; follow retention timelines and industry-specific rules.
What if a third party rejects a BOR?
Request their required form or certification language, consider notarization or an officer certification, and, if needed, have counsel prepare tailored attestation language.

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