Are e-signatures legally valid?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch.96) and UETA where adopted, provided intent, consent, attribution, and retrievability of the signed record are satisfied.

Who may sign a written action?

Only persons with authority under the bylaws, charter, or state corporate law should sign; document the signer’s capacity (e.g., director, shareholder) to avoid challenges.

Is notarization required?

Not usually for most corporate written consents; notarization may be required by specific state rules or for related documents—verify state law or charter provisions when in doubt.

What if signatures are missing?

An action lacking required signatures may be void or subject to rescission; promptly obtain missing consents or schedule a meeting to cure defects.

How do I revoke a written action?

Revocation depends on the action language and applicable law; often the same executing body must approve a revocation or replacement resolution.

How should documents be stored?

Store executed actions in the minute book with a tamper-evident audit trail, secure backups, and retention aligned with corporate policy and regulatory requirements.

Electronic Signature
Templates
Miscellaneous
Business Written Action

Business Written Action

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

BUSINESS WRITTEN ACTION

This Business Written Action is executed effective as of by the undersigned parties for the purpose of documenting agreed actions and authorizations without the necessity of a formal meeting.

PARTIES

Party A (Entity or Individual) Party A Address Party B (Entity or Individual) Party B Address

WHEREAS

WHEREAS, Party A is engaged in the business described as and possesses the authority to enter into the actions set forth herein;

WHEREAS, Party B has the requisite experience, personnel and resources to perform the services described in this Written Action, and the parties desire to set forth the scope, payment and other terms in writing;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereby adopt the following written action:

SCOPE OF WORK

Description of Services

PAYMENT TERMS

Compensation to Party B for the services described in the Scope of Work shall be:

Contract Price (Total Amount) Payment Schedule Late Payment Fee

All payments are due within the periods stated in the Payment Schedule. Late payments shall bear the Late Payment Fee stated above or the maximum allowed by applicable law, whichever is less. Party B shall be responsible for all employment and withholding taxes for its personnel; Party A shall not withhold taxes unless required by law.

TERM AND TERMINATION

This Written Action commences on and continues until unless earlier terminated in accordance with this section.

Notice Period for Termination Termination for Cause — Description

Upon termination, Party B shall deliver to Party A all work in progress and reasonable documentation; Party A shall pay Party B for all services performed and expenses incurred through the effective date of termination, subject to setoff for any breach.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Discloser") and shall not use or disclose such information except as required to perform under this Written Action. Confidential Information includes but is not limited to business plans, financial data, technical information, customer lists and pricing. The obligations of confidentiality do not extend to information that: (a) is or becomes public other than by breach of this Written Action; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of Discloser's Confidential Information.

Upon written request or upon termination, the Recipient shall promptly return or certify destruction of all Confidential Information of the Discloser, except to the extent retention is required by law, provided that retained copies remain subject to the confidentiality obligations herein.

GOVERNING LAW

This Written Action 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 submit to the exclusive jurisdiction of the courts located in that state for all disputes arising out of this Written Action.

ENTIRE AGREEMENT

This Written Action, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

AUTHORIZATION AND EXECUTION

The undersigned hereby certify that they are duly authorized to execute this Written Action on behalf of the parties named herein and that this Written Action constitutes a valid and binding obligation of each party enforceable in accordance with its terms.

Party A Name:

By:

Date:

Party B Name:

By:

Date:

What a Business Written Action Is and when it applies

A Business Written Action is a formal, signed record of a board or shareholder decision taken without holding a meeting. When corporate bylaws and applicable state law permit, written actions capture approvals, resolutions, or consents in a single document that replaces a convened meeting. The form should identify the entity, state the precise action approved, specify the effective date, and include signatures and printed names of authorized signatories. Proper completion and retention establish corporate minutes and support enforceability and downstream compliance obligations.

Why organizations use Business Written Actions

A Business Written Action lets directors or shareholders approve matters efficiently when convening a meeting is impractical. Electronic execution is generally recognized under the ESIGN Act (15 U.S.C. ch.96) and by UETA-adopting states when intent, consent, attribution, and reliable record retention are demonstrable.

Core parts of a professional Business Written Action

Including standard sections reduces ambiguity, speeds review, and helps maintain a single authoritative corporate record for governance and regulatory needs.

Title

A clear short title (for example, 'Board Written Consent — Approve Acquisition') to index the action and distinguish it from other corporate records.

Recitals

Concise background facts explaining why the action is proposed, including references to relevant bylaws, board authority, or prior resolutions supporting the decision.

Resolved Clause

The operative language that states the precise decision or authority granted, using unambiguous terms and specific dollar amounts or delegated powers if applicable.

Effective Date

A specific MM/DD/YYYY effective date or event-based condition; this determines when obligations begin and can affect filing or statute-of-limitations timing.

Signatures

Printed name, title, signature, and date for each authorized signer; include signer capacity (director, shareholder) and voting shares where relevant to validate authority.

Minute Book Entry

A certification or corporate secretary statement that the action has been entered into the official minute book and will be retained with corporate records.

Step-by-step: preparing and finalizing a written action

Follow these sequential steps to prepare, circulate, sign, and record a Business Written Action for board or shareholder approvals.

01

Draft Resolution: Draft precise language describing authority and actions approved.
02

Identify Signers: List required directors or shareholders and verify authority and voting thresholds.
03

Collect Signatures: Obtain handwritten or electronic signatures compliant with governing rules.
04

Record Minutes: Enter the executed action into the corporate minute book immediately.

Configuring an online workflow for written actions

Set up authentication, fields, and retention so electronic execution meets corporate and legal requirements before circulation.

Field	Configuration
Signer Authentication	Use email link, SMS code, or stronger identity verification for higher-assurance signings.
Field Types	Include signature, initials, printed name, date, and title fields to capture required data.
Reminders & Expiry	Configure automated reminders and a signature expiry window to accelerate completion.
Audit Trail Retention	Enable a tamper-evident audit trail with IP, timestamps, and completion certificate.

Typical e-execution flow for a Business Written Action

A standard electronic workflow reduces friction and preserves an auditable record for each step in the signing process.

Upload Document: Upload the final resolution PDF or DOCX to your signing platform.
Assign Fields: Place signature, printed-name, date, and title fields for each required signer.
Authenticate Signers: Use the chosen verification method: email, SMS code, or knowledge-based checks.
Capture Certificate: Store signed copy and audit trail that documents IP, timestamps, and actions.

Platform and format considerations before execution

Ensure your eSignature platform supports required signer authentication, PDF/DOCX input, secure storage, and an auditable completion certificate before executing a Business Written Action.

Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
File Formats: PDF, DOCX, PDF/A supported
Security: TLS 1.2/1.3 and AES-256 at rest

How vendor pricing and features compare for eSignatures

Compare core pricing and feature availability across popular eSignature vendors to evaluate cost and compliance for Business Written Actions.

	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	Trial available	Trial available	Trial available	Trial available
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/yr	Varies by plan	Varies by plan	Varies by plan

Security and compliance features to verify

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

Audit Trail: Complete IP, timestamp, and action history capture

Certifications: SOC 2 Type II and ISO 27001 compliance

Regulatory Support: ESIGN and UETA compliance for U.S. transactions

Healthcare: HIPAA compliant with BAA available

FDA / 21 CFR: 21 CFR Part 11 support where required

Consequences of defective or incomplete written actions

Invalid Action: May be void if required signers or quorum missing

Director Liability: Improper approvals can expose officers or directors

Shareholder Dispute: Lack of clear evidence can trigger litigation

Contract Risk: Third-party contracts relying on invalid action may be unenforceable

Regulatory Noncompliance: Industry rules may impose penalties for defects

Recordkeeping Gaps: Missing minute book entries hinder audits or due diligence

Common mistakes to avoid when preparing a written action

Failing to confirm signer authority or required voting thresholds, which can render the action invalid and invite disputes or rescission.
Using vague language in the resolved clause that leaves implementation steps or delegated authority ambiguous to officers and third parties.
Collecting signatures without documenting consent dates or attaching supporting materials, which complicates proof of timing and intent.
Neglecting to record the executed action in the corporate minute book and backup systems, impeding audits and future corporate governance reviews.

Practical tips for accurate and efficient completion

Follow consistent practices for drafting, signing, and storing to reduce risk and improve corporate record quality.

Confirm Authority and Thresholds

Verify bylaws, charter provisions, and state law before preparing the action; document the voting threshold and share counts where shareholder consent is involved to ensure validity.

Use Clear Operative Language

Draft the 'Resolved' clause so it can be implemented without further interpretation; include dollar limits, delegated authorities, and next steps where appropriate.

Capture Signer Identity

Record printed name, title, signatory capacity, date, and contact information for each signer to prevent disputes about authority or attribution.

Archive with Audit Trail

Store the executed document alongside a tamper-evident audit trail, a notarization or certificate if required, and an indexed minute book entry for future reference.

Examples: how organizations use written actions in practice

These real-world examples show common scenarios where written actions replace meetings and preserve compliance for distributed teams.

Martin Properties

Martin Properties used written actions to approve lease and portfolio decisions across remote properties, reducing the need for in-person signings.

The team executed resolutions and lease approvals electronically to speed processing.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Tech Data

Tech Data standardized written consents to accelerate internal approvals and speed customer-facing processes across divisions.

Standard templates and signatures reduced turnaround time.
"Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue."

Who prepares and signs Business Written Actions

Typical users who prepare or sign Business Written Actions include corporate secretaries, board members, and in-house counsel managing governance and compliance.

Corporate secretary — drafts actions, records consents in the minute book, and ensures signature validity and retention.
Board members/directors — review and sign consents when meetings are waived and formal approval is needed.
Shareholders/investors — provide written shareholder consent where bylaws or statute permit non-meeting approvals.

Maintain clear roles and a single source of truth for signers, dates, and authority to reduce later disputes.

Key timing and deadline considerations

Track effective dates, signature deadlines, and recording requirements to ensure the action takes effect as intended.

Effective Date:

Specify MM/DD/YYYY or a triggering event to clarify when the action becomes binding.

Signature Deadline:

Set a clear deadline for collecting all required signatures to preserve the intended effective date.

Minute Book Entry:

Record the executed action in corporate records immediately after completion to maintain a reliable governance history.

Filing Requirement:

File ancillary documents (if any) with the Secretary of State where required by statute or charter.

Retention:

Adopt a retention policy aligned with corporate practice and legal requirements for record preservation.

Milestones: from draft to archived record

Key milestones guide the lifecycle of a Business Written Action from preparation through archival and audit readiness.

01

Drafting

Prepare unambiguous resolution language and attach supporting documents for signer review.

02

Signature Collection

Circulate for signatures using chosen authentication method and track completion status.

03

Recording

Enter the executed document into the minute book with a certification of record.

04

Distribution

Provide executed copies to relevant stakeholders and store backups in secured systems.

Frequently asked questions about Business Written Actions

Answers to common questions on enforceability, signer authority, notarization, and recordkeeping for written consents.

Need help? Contact support

Are e-signatures legally valid?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch.96) and UETA where adopted, provided intent, consent, attribution, and retrievability of the signed record are satisfied.
Who may sign a written action?
Only persons with authority under the bylaws, charter, or state corporate law should sign; document the signer’s capacity (e.g., director, shareholder) to avoid challenges.
Is notarization required?
Not usually for most corporate written consents; notarization may be required by specific state rules or for related documents—verify state law or charter provisions when in doubt.
What if signatures are missing?
An action lacking required signatures may be void or subject to rescission; promptly obtain missing consents or schedule a meeting to cure defects.
How do I revoke a written action?
Revocation depends on the action language and applicable law; often the same executing body must approve a revocation or replacement resolution.
How should documents be stored?
Store executed actions in the minute book with a tamper-evident audit trail, secure backups, and retention aligned with corporate policy and regulatory requirements.

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