Who can sign a resolution?

The corporate secretary or another officer specified in the bylaws typically certifies the resolution. The certifying officer should be an officer of record and state their capacity when signing.

Is notarization required?

Notarization is not universally required by law, but banks and third parties frequently request notarized or certified copies. Confirm the recipient’s requirements in advance.

Can a resolution be executed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

How do I certify a copy?

The corporate secretary signs a certification clause on the copy (or attaches a certification affidavit) confirming the resolution is a true copy of corporate records.

What if officers change?

Adopt a new resolution to reflect current officers and revoke prior delegations as appropriate; include effective and revocation dates.

How long is the resolution effective?

Effectiveness is whatever the resolution states. Many resolutions include a sunset or require board re-approval after a set period to avoid stale authority.

Electronic Signature
Templates
Legal
Corporate Authority Resolution

Corporate Authority Resolution

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

CORPORATE AUTHORITY RESOLUTION

The undersigned, being all of the directors of Corporation Name: , a corporation duly organized and existing under the laws of State of Incorporation: , hereby adopt the following resolution at a meeting duly held on Date of Meeting: at Location of Meeting: .

RECITALS

WHEREAS, the Board of Directors has determined that it is in the best interests of the corporation to authorize certain officers and representatives to act on behalf of the corporation in connection with the corporation's business, banking, financing, and contractual activities; and

WHEREAS, the corporation desires to designate in writing the individuals and offices authorized to execute documents, open and maintain accounts, and undertake other specified transactions subject to the limitations set forth herein; and

WHEREAS, a quorum of the Board of Directors was present at the said meeting and the following resolutions were proposed and duly adopted by the affirmative vote of the directors entitled to vote thereon.

NOW THEREFORE, BE IT RESOLVED, that the resolutions set forth below are hereby adopted and shall be effective as of Effective Date: .

1. AUTHORIZATION OF PERSONS

The following individuals, by name and office, are hereby authorized to act on behalf of the corporation in the manner and to the extent set forth in this resolution. Authorized Individuals and Titles (list each authorized person and title):

2. SCOPE OF AUTHORITY

The authorized persons shall have full authority, on behalf of the corporation, to negotiate, execute, deliver, and perform all agreements, instruments, certificates, undertakings, and documents (collectively, the "Documents") necessary or desirable to effectuate corporate business, including but not limited to the authority to:

(a) execute contracts and service agreements, amend or terminate such contracts, and bind the corporation to obligations contained therein; (b) open, close, and administer bank and brokerage accounts and to endorse, deposit and withdraw funds; (c) obtain loans, lines of credit or other financing and execute security agreements, promissory notes and related documentation; and (d) take such other actions reasonably necessary to carry out the foregoing.

Notwithstanding the foregoing, any single loan, contract, or obligation in an aggregate principal or commitment amount exceeding Maximum Authorized Amount: shall require the prior approval of the Board of Directors.

3. BANKING AND FISCAL MATTERS

The corporation's officers are authorized to open and maintain depository and fiduciary accounts with financial institutions and to designate signatories and account authorities. Bank Name: . The authorized signatories shall have authority to endorse checks, execute agreements relating to electronic funds transfer, and take all actions incident to the maintenance of such accounts.

4. EXECUTION OF DOCUMENTS

Any document executed by any authorized person within the scope of the authority granted herein shall be conclusive evidence that such document was duly authorized by the corporation. The authorized persons are further authorized to affix the corporate seal, if any, to any document and to attest such seal by the signature of the Corporate Secretary or other officer.

5. RATIFICATION

All prior actions taken by the officers or agents of the corporation within the scope of the authorities set forth herein are hereby ratified, confirmed, and approved in all respects.

6. NOTICES

Notices relating to these resolutions shall be delivered to the corporation at the following address:

Notices to any authorized individual shall be made to the address provided to the corporation and maintained in the corporate records.

7. AMENDMENTS; WAIVER

These resolutions may be amended or rescinded by the Board of Directors at any duly convened meeting or by written consent in accordance with the corporation's bylaws. No waiver of any provision of these resolutions shall be effective unless in writing and signed by a majority of the Board of Directors.

8. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

These resolutions shall be governed by and construed in accordance with the laws of State of Governing Law: . If any provision of these resolutions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. These resolutions constitute the entire authority granted by the Board with respect to the matters contained herein and supersede any prior inconsistent resolutions.

9. COUNTERPARTS

These resolutions may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. CERTIFICATION BY CORPORATE SECRETARY

I hereby certify that I am the duly elected and acting Corporate Secretary of the corporation named above, that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors on the date set forth above, and that such resolution is in full force and effect and has not been modified or rescinded.

Corporate Secretary - Printed Name Corporate Secretary - Title Corporate Secretary - Signature Date

Corporation Representative - Printed Name:

By:

Date:

Authorized Officer - Printed Name:

By:

Date:

What a Corporate Authority Resolution Is and When It’s Used

A Corporate Authority Resolution is a formal record adopted by a corporation’s board of directors that authorizes named officers or agents to perform specific acts on the corporation’s behalf, such as opening bank accounts, executing contracts, or delegating signing authority. The resolution records scope, limits, effective dates, and any required conditions or approvals. Many banks, vendors, and government agencies ask for a certified copy when verifying authority. Keep this document with the corporate minute book and provide certified copies as needed for transactions or compliance reviews.

Why a Clear Corporate Authority Resolution Matters

A precise resolution reduces operational friction by documenting who may bind the company, under what conditions, and for which transactions. It provides third parties with verifiable proof of authority and supports internal controls, auditability, and statutory compliance.

Who typically prepares and relies on a Corporate Authority Resolution

Corporate officers, corporate counsel, and company secretaries usually draft or request the resolution; banks, lessors, insurers, and counterparties commonly require it for verification.

Corporate Secretary — prepares certified copies, maintains minute book, and ensures compliance with corporate bylaws and state law.
Chief Financial Officer — requests resolutions to open accounts, wire funds, or approve payment authorities for banking relationships.
Outside Counsel or Bank Compliance — verifies authority for large transactions, escrow arrangements, or regulatory filings.

Provide an executed, dated copy with the corporate seal or a notary/acknowledgement when requested; retain the original in the corporate records.

Core elements to include in a professional Corporate Authority Resolution

A complete resolution is concise but specific. Include entity identification, meeting or consent details, names and titles of authorized persons, scope of authority, effective and expiration dates, and execution certifying language. That combination ensures the resolution is accepted by third parties and supports subsequent audits.

Entity Details

Full corporate name, state of incorporation, and business address to uniquely identify the legal entity.

Authority Grant

Clear statement of the delegated power (e.g., execute contracts, open bank accounts, endorse checks).

Named Individuals

List officers or agents by full legal name and corporate title; specify any signing limits or co-signatory requirements.

Effective Period

Start date and termination or review date for the authority, or condition-based expiry language.

Certification Clause

Signature block for the corporate secretary or authorized officer certifying adoption and authenticity.

Limitations & Conditions

Limits on dollar amounts, transaction types, or requirement for board re-approval for specified actions.

Step-by-step: adopting and issuing a Corporate Authority Resolution

Follow these sequential steps to create, approve, and distribute a valid resolution that third parties will accept.

01

Prepare Draft: Draft resolution with exact names, dates, and transaction limits.
02

Board Approval: Obtain approval at a duly called meeting or by unanimous written consent.
03

Certification: Corporate secretary certifies and signs; attach corporate seal if available.
04

Provide Copies: Send certified copies to banks, counterparties, and internal records custodians.

Typical route from board approval to acceptance by third parties

Understand the common processing flow so you can anticipate verification requests and minimize repeated proof submissions.

Board Action: Resolution adopted in meeting or by written consent.
Certification: Corporate secretary signs and dates; attach corporate seal or notary if requested.
Certified Copy: Prepare stamped or signed certified copy from minute book.
Third-Party Verification: Bank or counterparty confirms identity and authority before accepting.

Configuring a secure e-sign workflow for the resolution

Configure signing order, authentication level, and retention settings to match the document’s legal sensitivity and recipient requirements.

Field	Configuration
Signing Order	Sequential signing: board chair → corporate secretary → authorized officer
Authentication	Email plus SMS code or ID verification where required
Certificate	Attach completion certificate and audit trail with signed document
Retention	Store signed original in minute book and retain electronic copy per retention policy

Technical requirements for e-signing and delivering the resolution

Select a platform that supports PDF and DOCX formats, audit trails, and optional signer authentication appropriate to the transaction.

Formats Supported: PDF, Word DOCX
Integrations: CRM and document storage integrations aid distribution and recordkeeping
Authentication: Email, SMS code, or ID verification depending on counterparty requirements

Ensure the platform can produce a tamper-evident signed PDF and an audit trail showing signer identity, timestamps, and IP/address data.

Security and compliance considerations for electronic Corporate Authority Resolutions

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

Audit Trail: Tamper-evident logs with timestamps and IP data

HIPAA: BAA required if document includes protected health information

ESIGN / UETA: Electronic signatures recognized under federal and state law

21 CFR Part 11: Required for regulated FDA records when applicable

SOC 2 / ISO: Third-party attestations support vendor security claims

Risks and consequences of defective or improperly executed resolutions

Rejected by Bank: Delay or refusal to open accounts

Invalid Transactions: Loss of protection for third-party reliance

Internal Liability: Officers may be personally exposed for unauthorized acts

Regulatory Scrutiny: Compliance failures in regulated industries

Audit Findings: Weak corporate governance citations

Litigation Risk: Disputes over authority and contract enforceability

Common mistakes to avoid when preparing a Corporate Authority Resolution

Leaving names or titles incomplete — causes verification delays and rejection.
Using vague authority language — permissive words lead banks to require additional documents.
Failing to certify or date the copy — uncertified photocopies often fail acceptance tests.
Not checking RON or notary acceptance with the recipient — leads to re-execution costs.

Real-world examples of how resolutions are used

These scenarios illustrate typical transactions that commonly require a certified Corporate Authority Resolution.

Bank Account Opening

A newly incorporated company needs signatory authority to open corporate bank accounts.

Bank requests a certified resolution naming authorized signers.
The corporate secretary provides a signed, dated certified copy with the corporate seal and the account is opened without additional paperwork.

Loan Execution

A board delegates authority to negotiate and sign a credit agreement up to a dollar cap.

Lender requires board resolution and officer signature.
The authorized officer signs under the delegated authority, supported by the certified resolution retained in the loan file.

Comparing eSignature platforms for executing Corporate Authority Resolutions

Platform selection should consider price, bulk send needs, audit trail, HIPAA support, and any envelope or usage caps that affect high-volume workflows.

	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	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Var ies	Var ies	Var ies	Var ies

Frequently asked questions about Corporate Authority Resolutions

Answers to common questions help ensure the resolution will be accepted and properly recorded.

Need help? Contact support

Who can sign a resolution?
The corporate secretary or another officer specified in the bylaws typically certifies the resolution. The certifying officer should be an officer of record and state their capacity when signing.
Is notarization required?
Notarization is not universally required by law, but banks and third parties frequently request notarized or certified copies. Confirm the recipient’s requirements in advance.
Can a resolution be executed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
How do I certify a copy?
The corporate secretary signs a certification clause on the copy (or attaches a certification affidavit) confirming the resolution is a true copy of corporate records.
What if officers change?
Adopt a new resolution to reflect current officers and revoke prior delegations as appropriate; include effective and revocation dates.
How long is the resolution effective?
Effectiveness is whatever the resolution states. Many resolutions include a sunset or require board re-approval after a set period to avoid stale authority.

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