Can a written resolution be electronically signed?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the electronic process demonstrates intent to sign, consent to do business electronically, attribution, and reliable record retention.

Who must sign a corporate written resolution?

Signers depend on the entity's bylaws or operating agreement; typically directors, managers, or authorized officers sign. Include titles and a certification by the corporate secretary when third parties require proof of authority.

Is notarization required for a written resolution?

Not usually required for corporate governance purposes, but certain third parties (banks, registries) may request notarization or a secretary certification; state-specific rules and recipient policies determine the need.

How do I revoke or amend a written resolution?

Adopt a subsequent resolution expressly revoking or amending the prior resolution and retain the new signed record. Follow any notice or voting rules set in the governing documents.

Will banks accept an electronic certified resolution?

Many banks accept electronically signed and certified resolutions, but some still require physical notarization or an original corporate seal. Confirm the bank's requirements before relying solely on an electronic copy.

Where should signed resolutions be stored?

Store originals or certified copies in the corporate minute book and maintain secure electronic copies with tamper-evident audit trails. Retention periods should meet federal and industry requirements.

Electronic Signature
Templates
Miscellaneous
Business Written Resolutions

Business Written Resolutions

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

BUSINESS WRITTEN RESOLUTIONS

Written Resolutions of the Board of Directors of incorporated in having its principal place of business at

WHEREAS

WHEREAS, on the Board of Directors determined that it is desirable and in the best interests of the Company to enter into a written agreement with for the provision of goods and/or services described herein;

WHEREAS, the Board has reviewed the principal terms and business justification for the proposed transaction, including scope, payment terms and term; and

WHEREAS, the Board desires to authorize one or more officers of the Company to finalize, execute and deliver the agreement and to take any and all actions necessary or appropriate to effectuate the foregoing.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the agreement between the Company and (the "Agreement") are hereby approved in substantially the form presented to the Board, with such changes therein as any Authorized Officer executing the Agreement may approve, such approval to be conclusively evidenced by the execution and delivery of the Agreement.

FURTHER RESOLVED, that the scope of work, payment terms, term and all ancillary provisions described in the Agreement and in this resolution are approved and the Company is authorized to perform its obligations thereunder.

FURTHER RESOLVED, that , holding the position of (an "Authorized Officer"), is hereby authorized, empowered and directed, for and on behalf of the Company, to execute and deliver the Agreement and to take any and all actions, execute and deliver any and all instruments and documents and make such filings as may be necessary or advisable to carry into effect the foregoing resolutions.

SCOPE OF WORK

Scope of Work

PAYMENT TERMS

Total Payment Amount Payment Schedule Late Payment Fee

TERM AND TERMINATION

The Agreement shall commence on and shall continue until unless earlier terminated in accordance with the Agreement. Either party may terminate the Agreement upon days' prior written notice to the other party.

CONFIDENTIALITY

All non-public information disclosed by either party to the other in connection with the Agreement shall be treated as confidential and shall not be disclosed to any third party except as required by law. Confidential information shall remain subject to confidentiality obligations for a period of years following disclosure.

GOVERNING LAW

This Resolution and the Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law principles.

ENTIRE AGREEMENT

These resolutions constitute the entire written action taken by the Board with respect to the matters set forth herein and supersede all prior oral and written communications and understandings with respect to such matters.

CERTIFICATION OF SECRETARY

I hereby certify that I am the duly appointed Secretary of the Company, that the foregoing resolutions were adopted by unanimous written consent of the Board of Directors on the date set forth below, and that the resolutions remain in full force and effect as of the date hereof.

Secretary Printed Name Secretary Title Certification Date

Company Representative:

By:

Date:

Counterparty Representative:

By:

Date:

What a Business Written Resolution Is

A Business Written Resolution is a formal, signed document recording decisions made by a corporation's board of directors, an LLC's managers, or a company's shareholders in lieu of, or in addition to, a meeting. Written resolutions summarize the action taken, identify the approving parties, record the effective date, and become part of the corporate record or minute book. They are commonly used for routine governance actions (elections, officer appointments, banking authorizations, contract approvals) and for actions where unanimous or written consent is permitted by the entity's governing documents and applicable law.

Why Written Resolutions Matter for Business Governance

Written resolutions provide a concise, auditable record of board or member decisions, simplify approvals when a meeting is impractical, and help demonstrate corporate compliance. When properly executed and stored, they support third-party requests (banks, auditors) and preserve the chain of authority for corporate acts.

Core Parts of a Professional Written Resolution

A complete written resolution clearly states the action, authority, approving parties, effective date, and a signature block plus any required certification or notary. Below are the common structural elements to include.

Resolution Title

A concise title identifying the subject (for example, 'Resolution to Open Bank Account for ABC, Inc.') to make retrieval and indexing straightforward.

Recitals

Brief background facts or reasons supporting the resolution that provide context and link the authority to the governing documents or prior minutes.

Resolved Clauses

One or more clear 'resolved' statements describing the specific powers, approvals, or actions being authorized and any limits or conditions.

Effective Date

A stated effective date (e.g., 'Effective as of MM/DD/YYYY') that determines when authority and obligations begin or change.

Signature Block

Signature lines with printed names, titles, dates, and any corporate attestation line (corporate secretary or authorized officer certification).

Certification

A short attestation by the corporate secretary or authorized officer confirming that the resolution was adopted in accordance with bylaws and state law.

Step-by-Step: Prepare and Adopt a Written Resolution

Follow these steps to produce a valid, enforceable written resolution that fits typical corporate procedures and common third-party requirements.

01

Draft: Prepare concise recitals and clear resolved clauses reflecting the board's intent.
02

Confirm Authority: Verify bylaws, operating agreement, or state law permitting written consent or resolution.
03

Sign: Collect required signatures from directors, members, or officers with dates and titles.
04

Record: File the signed resolution in the minute book and provide certified copies to third parties as needed.

How to Configure an Online Resolution Workflow

Set up an electronic template that enforces required fields, collects signatures, and preserves audit data for corporate records.

Field	Configuration
Signer Authentication	Email link with optional SMS code or two-factor authentication for higher assurance.
Signature Fields	Designate printed name, title, signature, and date as required fields.
Conditional Clauses	Show or hide explanatory fields based on entity type or action selected.
Audit Trail	Enable capture of timestamp, IP, and signer actions for recordkeeping.

Where to Send or File a Completed Written Resolution

After signatures are collected, distribute certified copies to internal and external stakeholders and store the original with corporate records.

Minute Book: Place the signed original in the corporate minute book or secure records repository.
Bank or Financial Institution: Provide a certified copy when opening accounts or updating signatory authority; banks may request secretary attestation.
Third-Party Counterparties: Send certified copies to lenders, escrow agents, or contract counterparties as evidence of authority.
State Filings: File any required amendments or certificates with the Secretary of State when the resolution triggers statutory filings.

Digital Signing and eSubmission: Platform Capabilities to Consider

Ensure the platform supports secure signatures, retention of an audit trail, and formats accepted by recipients.

File Formats: PDF and PDF/A are preferred for corporate records.
Integrations: Connectors for systems such as NetSuite, Salesforce, and Google Workspace speed distribution.
Authentication: Options for SMS, email, or advanced signer verification as required.

Choose a solution that produces tamper-evident final documents, preserves an audit trail, and supports legal retention requirements such as ESIGN/UETA compliance and, where needed, a HIPAA BAA or 21 CFR Part 11 controls.

Timelines, Notice, and Effective Dates to Watch

Key timing elements include the effective date, any advance notice required by bylaws, and third-party processing windows that affect when the action takes effect.

Effective Date Statement:

Specify MM/DD/YYYY to fix when authority begins.

Bylaw Notice Periods:

Observe any advance notice required for board/member actions under bylaws or operating agreement.

Third-Party Processing:

Allow banks and registries time to process certified copies — typically several business days.

Record Filing:

File related statutory documents promptly when the resolution triggers required filings.

Retention Start:

Retention typically begins on the effective date or date of signature.

Common Preparation Errors to Avoid

Failing to verify that written consent is permitted by the bylaws or operating agreement before using a written resolution.
Using imprecise language that grants broader authority than intended, such as open-ended spending limits without caps or time limits.
Collecting signatures without certifying authority or omitting signer titles, which can lead banks and counterparties to reject the resolution.
Storing only scanned copies without a tamper-evident audit trail or secure retention plan, risking admissibility or acceptance problems.

Immediate Risks and Consequences of Flawed Resolutions

Invalid Action: Third parties may decline reliance

Bank Rejection: Account changes delayed or denied

Corporate Disputes: Increased litigation risk

Regulatory Exposure: Potential fines or enforcement

Tax Complications: Incorrect reporting or penalties

Loss of Protection: Corporate veil challenges

How Written Resolutions Differ from Other Corporate Records

Compare typical features of written resolutions, meeting minutes, and unanimous written consents to choose the appropriate record for a given corporate action.

Criteria	Written Resolution	Meeting Minutes	Unanimous Consent
Formal Vote Required	no, if bylaws allow	yes, at meeting	no, but unanimous signatures required
Used When	routine approvals	deliberative meetings	all parties agree in writing
Record Location	minute book	minute book	minute book
Third-Party Reliance	often accepted	accepted	often accepted

Essential Data Elements to Include

Company Name: Legal entity name

Entity Type: Corporation, LLC, etc.

Resolution Title: Concise subject line

Effective Date: MM/DD/YYYY

Authorized Signers: Names and titles

Board Quorum: Meeting rules noted

eSignature Pricing and Feature Comparison

Comparison of starting prices and common feature availability among major eSignature vendors. signNow appears first in the table.

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

Frequently Asked Questions About Written Resolutions

Answers to common questions about validity, signing, notarization, recordkeeping, and revocation of written resolutions.

Need help? Contact support

Can a written resolution be electronically signed?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the electronic process demonstrates intent to sign, consent to do business electronically, attribution, and reliable record retention.
Who must sign a corporate written resolution?
Signers depend on the entity's bylaws or operating agreement; typically directors, managers, or authorized officers sign. Include titles and a certification by the corporate secretary when third parties require proof of authority.
Is notarization required for a written resolution?
Not usually required for corporate governance purposes, but certain third parties (banks, registries) may request notarization or a secretary certification; state-specific rules and recipient policies determine the need.
How do I revoke or amend a written resolution?
Adopt a subsequent resolution expressly revoking or amending the prior resolution and retain the new signed record. Follow any notice or voting rules set in the governing documents.
Will banks accept an electronic certified resolution?
Many banks accept electronically signed and certified resolutions, but some still require physical notarization or an original corporate seal. Confirm the bank's requirements before relying solely on an electronic copy.
Where should signed resolutions be stored?
Store originals or certified copies in the corporate minute book and maintain secure electronic copies with tamper-evident audit trails. Retention periods should meet federal and industry requirements.

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