Who may sign the resolution?

Typically the corporate secretary certifies the resolution and officers named in the document execute their acceptance. Check the entity’s bylaws and articles for any special signing rules and record the action in minutes.

Is notarization required?

Notarization is not universally required by statute for resolutions, but banks and certain counterparties often request notarized or witnessed certified copies. Use notarization when a third party explicitly demands it.

Can a resolution be e-signed?

Yes; electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm recipient acceptance and apply higher-assurance authentication if needed.

How do I record the resolution?

Record the signed and certified resolution in the corporate minute book, attach board minutes or written consent, and retain a certified copy for distribution to banks and other relying parties.

How do I revoke or change authority?

Adopt a superseding resolution that expressly revokes prior delegated authority, record it in minutes, and notify banks and affected third parties in writing to avoid continuing reliance on old authority.

How long should I retain executed copies?

Keep the original in the minute book for the full term of authority plus at least three years; for tax, SEC, or HIPAA contexts, follow IRC §6501(a), 17 CFR §240.17a-4, or 45 CFR §164.530(j) as applicable.

Electronic Signature
Templates
Legal
Corporate Authority Resolution Template

Corporate Authority Resolution Template

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 Secretary certifies that at a meeting of the Board of Directors of a corporation organized under the laws of (the "Corporation"), duly held on , the following resolutions were proposed, considered and adopted by the Board of Directors in accordance with the Corporation's bylaws and applicable law.

RECITALS

WHEREAS, the Board has determined that it is in the best interest of the Corporation to authorize certain officers and agents to act on behalf of the Corporation with respect to corporate banking, contracting, and other corporate affairs as set forth below; and

WHEREAS, the Board desires to designate and empower the officer(s) and agent(s) identified in this Resolution to do all acts and execute all instruments necessary or convenient to carry out the transactions contemplated by this Resolution.

WHEREAS, the persons to be authorized are present and consent to serve in the capacities set forth or have otherwise been duly appointed by the Corporation.

NOW, THEREFORE, IT IS RESOLVED

1. Authorization of Officers and Agents. The following individual(s) are hereby authorized, on behalf of the Corporation, to take the actions set forth in this Resolution and to execute, deliver and record any agreement, instrument, certificate or document necessary or appropriate to effectuate the same:

Authorized Person(s) (Name and Title)

2. Scope of Authority. The authorized persons referenced above shall have the authority to open and close bank accounts, endorse and negotiate checks and other instruments, execute contracts and agreements, execute corporate certificates and tax forms, and take any other action reasonably necessary to carry out the ordinary business of the Corporation. Such authority includes, without limitation, the following specific powers:

Specific powers (check all that apply)

Open and maintain bank accounts on behalf of the Corporation
Execute and deliver contracts and amendments
Sign checks, drafts and other negotiable instruments
Execute certificates, filings and instruments with governmental and third-party entities

BANK ACCOUNTS

3. Banking Authority. The Corporation authorizes the opening and maintenance of accounts with financial institutions as determined by the authorized persons. The Corporation's authorized signatories for such accounts shall be those persons and combinations of signatures specified in the account documentation, and any past actions taken in reliance on signatures consistent with this Resolution are ratified and confirmed.

Designated financial institution(s)

EXECUTION OF DOCUMENTS; RATIFICATION

4. Execution and Delivery. Any officer or agent authorized by this Resolution may execute and deliver, in the name and on behalf of the Corporation, all contracts, instruments, certificates and other documents and may take such further actions as such officer or agent deems necessary or advisable to carry out the purposes of this Resolution, such determinations to be conclusively evidenced by the signature or other act of such officer or agent.

5. Ratification. All prior acts of officers, agents, and representatives of the Corporation in connection with the matters contemplated by this Resolution and taken prior to the adoption of this Resolution are hereby ratified, confirmed and approved in all respects.

DELEGATION; INDEMNIFICATION

6. Delegation. The authorized persons may delegate any power granted by this Resolution to employees, agents or subcontractors of the Corporation, provided that such delegation is memorialized in writing and the delegating officer remains liable for compliance with the terms of this Resolution.

7. Indemnification. The Corporation shall indemnify and hold harmless any person who, in good faith, exercises authority granted by this Resolution from and against any liability, loss or expense arising from such exercise of authority, to the fullest extent permitted by the Corporation's articles of incorporation, bylaws and applicable law.

NOTICES

8. Notices. Any notice required or permitted under this Resolution shall be given in writing and delivered personally, by certified mail (return receipt requested), nationally recognized courier, or electronic transmission to the Corporation's principal office or such other address as the Corporation may from time to time designate in writing to the other party.

MISCELLANEOUS

9. Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

10. Entire Agreement. This Resolution constitutes the entire corporate action and understanding of the Board with respect to the subject matter hereof and supersedes all prior resolutions, actions and understandings, whether written or oral, with respect to such subject matter.

11. Severability. If any provision of this Resolution is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. Amendments and Waiver. This Resolution may be amended, modified or waived only by a writing signed by the Board or by the same authority that originally adopted this Resolution.

Minutes or Record Reference

CERTIFICATION OF ADOPTION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of the Corporation on the date specified below, that said resolution is in full force and effect and has not been amended or revoked, and that the persons named herein are duly elected or appointed officers of the Corporation with the authority set forth above.

Number of directors present Vote tally

Corporation Name:

By:

Date:

Authorized Officer:

By:

Date:

What the Corporate Authority Resolution Template Is

A Corporate Authority Resolution Template is a standardized board or shareholder resolution that documents the corporate action authorizing a person or office to act on behalf of the corporation. Typical uses include granting signature authority for bank accounts, approving officers to enter contracts, designating signatories for filings, and authorizing registered agent or escrow actions. The template captures the corporate name, meeting or consent details, the specific powers granted, effective dates, and signature blocks so the action is recorded in corporate minutes and available to third parties who request verification.

Why a Clear Resolution Template Matters

A professional template ensures consistent wording, reduces disputes about authority, satisfies banks and third parties that require formal proof, and creates an auditable corporate record for governance and compliance purposes.

Who Prepares and Relies on a Corporate Authority Resolution

Accurate preparation and certification reduce friction when third parties request proof of an officer’s delegated powers.

Board of Directors — Drafts, approves, and records the resolution as part of meeting minutes or written consent.
Corporate Secretary — Prepares the formal text, maintains the minute book, and certifies copies for banks or registrars.
Banks and Vendors — Require a certified resolution to open accounts, accept negotiated instruments, or rely on signatory authority.

Core Parts of an Effective Corporate Authority Resolution Template

A complete template groups essential elements so reviewers can verify authority quickly and reliably.

Resolution Title

Clear heading identifying the company and the nature of authority being granted, such as 'Bank Account Signatory Resolution' or 'Contract Execution Authority'.

Company Details

Full legal name, state of incorporation, and corporate identification (EIN or state ID where helpful for third-party verification).

Recitals

Background facts and the corporate action context (meeting date, quorum, written consent) that show authority was properly exercised.

Authority Granted

Precise description of powers conferred (sign contracts up to $X, open accounts, endorse checks), including any limits or conditions.

Effective Date

Date when the authority begins and when it expires or will be reviewed, stated in MM/DD/YYYY format if a specific start is required.

Certification

Signature block for the corporate secretary or authorized officer, with space for notarization or corporate seal as needed by recipients.

Essential Fields to Include

Company Name: Exact legal name

State of Formation: Incorporation state

Resolution Date: Meeting or consent date

Authorized Person(s): Name and title

Scope of Authority: Specific powers

Signature Block: Signer and date

Step-by-Step: Approve and Execute the Resolution

A concise procedure helps ensure corporate formalities are observed and the resolution is accepted by external parties.

01

Draft: Prepare the resolution text reflecting the intended powers and limits.
02

Authorize: Hold a board meeting or obtain written consent per governing documents.
03

Execute: Sign by the corporate secretary or designated officer; notarize if needed.
04

Distribute: Provide certified copies to banks, registrars, and internal recordkeeping.

Digital Workflow Settings for Online Completion

Set these configuration items when you build a fillable electronic version for reliable execution and auditability.

Field	Configuration
Signer Roles	Assign roles (Board, Secretary) to enforce signing order and responsibility.
Signature Order	Require corporate secretary signature after board sign-off to certify the resolution.
Authentication	Use email+SMS or KBA for higher-assurance signatures when third parties require verification.
Storage	Save a signed PDF with audit trail to the corporate minute book or secure cloud repository.

Where the Final Document Typically Goes

After execution, copies are routed to internal and external stakeholders for acceptance and record retention.

Corporate File: Certified copy is recorded in the company minute book and document registry.
Bank / Finance: Provide a certified copy to banks when opening or modifying accounts.
Secretary of State: File only if a state-specific filing or amendment is required; otherwise keep for records.
Counterparties: Send certified copies to vendors or escrow agents who rely on signatory authority.

Technical Considerations for eSigning and Delivery

Ensure the chosen provider can meet any HIPAA, 21 CFR Part 11, or bank-specific authentication needs and can deliver certified copies for trusted third parties.

Audit Trail: Capture IP, timestamp, and action log
Integrations: Connect to systems like Salesforce, NetSuite, or Google Workspace
File Formats: Export signed copies as PDF and retain originals

Common Timing Considerations

Track these dates to ensure the resolution is valid when presented to third parties.

Meeting Date:

Date of board meeting or written consent that authorized the resolution.

Effective Date:

Date when delegated authority begins (use MM/DD/YYYY format).

Notarization Window:

Complete notarization promptly when required by recipient policies.

Bank Acceptance:

Banks may require recent certification—often within 30–90 days of presentation.

Recordkeeping:

File certified copy in the minute book immediately after execution.

Common Preparation Mistakes to Avoid

Using a trade name instead of the entity’s exact legal name leads to bank or registrar rejection and extra corrections.
Leaving the scope of authority vague, such as 'all necessary acts,' which creates ambiguity for counterparties and risk of refusal.
Failing to certify or notarize when a recipient specifically requests an acknowledgment, causing lost time and repeated submissions.
Not attaching supporting minutes or consent documents, which prevents verification and can nullify reliance by third parties.

Consequences of Incorrect or Incomplete Resolutions

Bank Refusal: Third parties may refuse transactions without certified proof

Contract Invalidity: Contracts signed without proper authority may be unenforceable

Liability Exposure: Directors or officers can face liability for unauthorized acts

Regulatory Risk: Sector rules (finance, healthcare) can impose penalties

Operational Delay: Missing notarization or certification delays deals

Recordkeeping Gaps: Poor retention undermines evidence in disputes

eSignature Pricing and Compliance Overview for Executing Resolutions

Compare core pricing and compliance features for common eSignature providers to support execution and storage of 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, no credit card	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Corporate Authority Resolutions

Answers to common legal and practical questions about preparing, signing, and using a corporate authority resolution.

Need help? Contact support

Who may sign the resolution?
Typically the corporate secretary certifies the resolution and officers named in the document execute their acceptance. Check the entity’s bylaws and articles for any special signing rules and record the action in minutes.
Is notarization required?
Notarization is not universally required by statute for resolutions, but banks and certain counterparties often request notarized or witnessed certified copies. Use notarization when a third party explicitly demands it.
Can a resolution be e-signed?
Yes; electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm recipient acceptance and apply higher-assurance authentication if needed.
How do I record the resolution?
Record the signed and certified resolution in the corporate minute book, attach board minutes or written consent, and retain a certified copy for distribution to banks and other relying parties.
How do I revoke or change authority?
Adopt a superseding resolution that expressly revokes prior delegated authority, record it in minutes, and notify banks and affected third parties in writing to avoid continuing reliance on old authority.
How long should I retain executed copies?
Keep the original in the minute book for the full term of authority plus at least three years; for tax, SEC, or HIPAA contexts, follow IRC §6501(a), 17 CFR §240.17a-4, or 45 CFR §164.530(j) as applicable.

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