Who can sign a resolution?

Authorized signers are those granted authority by the corporate bylaws, articles, or a prior resolution. Verify capacity by title and confirm the organization’s internal approval thresholds before signing.

Does a resolution need notarization?

Not usually for internal corporate authority, but specific third-party transactions (real property transfers, some filings) may require notarization or witnesses depending on state law.

Are electronic signatures valid?

Yes; electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most jurisdictions, provided intent, consent, attribution, and retention requirements are met.

What if a signer lacked authority?

If an unauthorized signer executes a resolution, third parties may reject reliance and the company could face contractual or fiduciary disputes; consider ratification by properly authorized parties.

How should signed resolutions be stored?

Store a tamper-evident signed PDF plus a searchable audit trail. Retain originals in the corporate minute book and follow retention periods required by IRS, HIPAA, or state rules.

Can I amend or revoke a resolution?

Yes; adopt a subsequent resolution that expressly rescinds or amends prior resolutions and record it in the minute book with the required approvals and signatures.

Electronic Signature
Templates
Miscellaneous
Business Written Resolution

Business Written Resolution

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

BUSINESS WRITTEN RESOLUTION

Company Name: State of Incorporation:

Resolution Date:

Recitals

WHEREAS, the Board of Directors (the "Board") of the Company has determined that it is in the best interests of the Company to enter into a commercial agreement to procure the goods or services described herein for the conduct of the Company's business; and

WHEREAS, the Company has negotiated the terms of an agreement titled: with Counterparty Name: for the provision of such goods or services; and

WHEREAS, the Board wishes to approve the terms of the Agreement, authorize specified officers to execute and deliver the Agreement on behalf of the Company, and to take all actions necessary to carry out the purposes of this Resolution.

Resolved

NOW, THEREFORE, IT IS HEREBY RESOLVED that the form, terms and provisions of the Agreement described above are approved, and the officers of the Company are authorized, empowered, and directed to execute, acknowledge and deliver the Agreement in substantially the form presented to the Board, with such changes as such officer or officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery of the Agreement.

FURTHER RESOLVED that the officers of the Company are authorized to negotiate, execute and deliver any and all documents, amendments, instruments and certificates, and to take any and all actions, deemed by such officers to be necessary or desirable to carry out and effectuate the purposes of the Agreement and this Resolution, and to perform all obligations of the Company thereunder.

Scope of Work

Description of Services and Deliverables

Payment Terms

Contract Amount Payment Schedule Late Payment

Any past due amounts shall accrue interest at the rate set forth above or, if no specific rate is provided, at a commercially reasonable rate not to exceed the maximum permitted by applicable law. The Company may withhold further performance until all undisputed past due amounts are paid.

Term and Termination

Term Commencement Date:

Term Expiration Date (if applicable):

Notice Period for Termination

Either party may terminate the Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. The Company may also terminate for convenience upon the giving of written notice and payment for work performed and non-cancelable obligations incurred through the effective date of termination.

Confidentiality

Each party shall maintain in strict confidence all confidential information disclosed by the other party in connection with the Agreement and shall not use or disclose such information except as necessary to perform its obligations under the Agreement. Confidentiality obligations shall continue for years following termination or expiration of the Agreement, except with respect to information that becomes publicly available other than by breach of this provision or that is required to be disclosed by law, in which case the disclosing party shall provide prompt notice and limit disclosure to the minimum required.

Governing Law

Applicable Law

This Resolution and the Agreement shall be governed by and construed in accordance with the laws of the state set forth above, without regard to conflict of law principles.

Entire Agreement

This Resolution, together with the Agreement and any exhibits or schedules thereto, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

Certification

The undersigned hereby certifies that the foregoing is a true and correct copy of a Resolution adopted by the Board of Directors of the Company in accordance with the Company's articles and bylaws and applicable law, and that such Resolution is now in full force and effect.

Certification By Title

Company Representative:

Printed Name:

By:

Date:

Title:

Counterparty Representative:

Printed Name:

By:

Date:

Title:

What a Business Written Resolution Is and When it’s Used

A Business Written Resolution is a formal, written record of decisions made by a company’s board of directors, shareholders, or other governing body when action is taken without a live meeting. It sets out the action approved, the effective date, the authorizing parties, and any required conditions. Resolutions are used to document corporate approvals for matters such as officer appointments, bank authorizations, contract approvals, mergers, or major corporate transactions and serve as part of the company’s minute book and recordkeeping.

Why issuing a clear written resolution matters

A written resolution creates an auditable record of corporate authority, reduces ambiguity about who approved what, and helps satisfy corporate formalities required for liability protection. It also supports third-party reliance (banks, counterparties) and can be required for regulatory or filing purposes under state corporation law and contract terms.

Who prepares and who typically signs a Business Written Resolution

Typical preparers and signers include corporate secretaries, general counsel, CFOs, directors, and authorized officers responsible for maintaining corporate records and executing approvals.

Board members and corporate officers executing governance decisions and corporate actions
Company secretaries or legal departments drafting and storing official minutes and resolutions
Banks, lenders, and counterparties relying on the resolution to confirm signing authority

Ensure the resolution names the signers and their capacities (e.g., "John Doe, Chairman") to avoid disputes about authority.

Core elements every Business Written Resolution should include

A professional resolution combines precise identification of parties and actions with clear execution details and recordkeeping data. Including specific elements reduces legal risk and supports enforceability.

Title

A concise title describing the subject, e.g., 'Resolution Approving Bank Account Opening.'

Recitals

Brief background facts and purpose explaining why the board or shareholders are taking action.

Resolved Text

Clear, numbered operative clauses stating the specific actions authorized or obligations imposed.

Effective Date

The exact date when the resolution takes effect; critical for transactional timing and compliance.

Authority Statement

Citation of the corporate bylaws or statute authorizing the action, when applicable.

Signature Block

Names, titles, signature lines, and dates for each authorized signer; indicate consent method if electronic.

Step-by-step: preparing and finalizing a Business Written Resolution

Follow these sequential steps to prepare, approve, and record a valid written resolution that third parties and regulators can rely on.

01

Draft: Prepare title, recitals, and clear resolved clauses.
02

Verify Authority: Confirm the signers have power under bylaws or shareholder agreement.
03

Obtain Approval: Collect required consents or signatures per bylaws and applicable statute.
04

Record: File the signed resolution in the corporate minute book and distribute copies to affected parties.

How to configure a digital workflow for the resolution

Set up a consistent online workflow to collect signatures, authenticate signers, and retain an audit trail for compliance.

Field	Configuration
Signature Field	Required, signer-specific placement
Date Field	Auto-fill on signature
Authentication	Email + SMS code or SSO for stronger ID
Audit Trail	Enable IP, timestamp, and action log capture

Technical considerations for eSigning and storage

Choose a platform that supports secure eSignatures, audit trails, and integrations you use to reduce manual steps.

Integrations: Salesforce | NetSuite | Google Workspace | Microsoft 365 integrations help automate routing and storage
Formats: Support for PDF, DOCX, and secure archival formats ensures signed copies are portable
Security: TLS and AES-256 encryption, plus configurable authentication

Verify the platform captures a tamper-evident signed PDF and a human-readable audit trail for each signing event.

Typical eSubmission and distribution path for a signed resolution

A standard digital flow ensures signatures are captured, copies distributed, and records archived for compliance and later inspection.

Upload Document: Sender uploads final resolution draft to the signing platform.
Place Fields: Add signature, date, and initial fields as required.
Authenticate Signers: Choose email, SMS code, or SSO verification.
Distribute and Archive: Send signed copies to stakeholders and store in secure records.

Timing considerations and typical deadlines

Track key dates to ensure corporate formalities are preserved and third parties accept the resolution for the intended purpose.

Approval Date:

Date when signers executed the resolution; document effective timing depends on this date.

Effective Date:

If different from approval, the explicit effective date governs obligations and rights.

Filing/Recording:

If resolution supports a public filing, complete actions before the filing deadline.

Notice to Parties:

Provide notices to affected stakeholders promptly after execution.

Retention Start:

Retention runs from creation or last effective date per recordkeeping rules.

Common preparation mistakes to avoid

Using vague language for the authorized action, leaving room for differing interpretations or unintended obligations.
Failing to confirm that signers have authority under bylaws or shareholder agreements, which can void the resolution.
Not recording the executed resolution in the corporate minute book or failing to distribute certified copies to counterparties.
Mixing meeting minutes and written resolutions without clear labeling, which can create ambiguity about whether formal approval occurred.

Risks and legal consequences of an incorrect resolution

Contract Invalidity: May be unenforceable

Third-Party Rejection: Banks may refuse signature authority

Corporate Liability: Piercing corporate veil risk

Regulatory Noncompliance: State filing penalties possible

Tax Consequences: Incorrect approvals can trigger reporting issues

Recordkeeping Violations: Failure to retain required records

Sample eSignature pricing and capability comparison for resolutions

Below is a concise comparison of starting prices and key capability indicators; signNow is listed first per standard vendor ordering.

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

Frequently asked questions about Business Written Resolutions

Answers to common questions about authority, execution, notarization, and digital signing for written corporate resolutions.

Need help? Contact support

Who can sign a resolution?
Authorized signers are those granted authority by the corporate bylaws, articles, or a prior resolution. Verify capacity by title and confirm the organization’s internal approval thresholds before signing.
Does a resolution need notarization?
Not usually for internal corporate authority, but specific third-party transactions (real property transfers, some filings) may require notarization or witnesses depending on state law.
Are electronic signatures valid?
Yes; electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most jurisdictions, provided intent, consent, attribution, and retention requirements are met.
What if a signer lacked authority?
If an unauthorized signer executes a resolution, third parties may reject reliance and the company could face contractual or fiduciary disputes; consider ratification by properly authorized parties.
How should signed resolutions be stored?
Store a tamper-evident signed PDF plus a searchable audit trail. Retain originals in the corporate minute book and follow retention periods required by IRS, HIPAA, or state rules.
Can I amend or revoke a resolution?
Yes; adopt a subsequent resolution that expressly rescinds or amends prior resolutions and record it in the minute book with the required approvals and signatures.

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