Can a resolution be signed electronically?

Yes. Electronic signatures are legally valid in interstate commerce under the ESIGN Act (15 U.S.C. §7001) and in most states under UETA; verify recipient acceptance and any consumer disclosure requirements.

Who must sign a certified copy?

The corporate secretary typically certifies that the resolution is a true copy of the minutes; some recipients require the chair’s signature or a notarized attestation as well.

Is notarization always required?

Not routinely. Notarization is requested by some banks or title companies; remote online notarization (RON) is accepted where permitted by state law and by the recipient.

What if the names don’t match formation records?

Mismatched names or entity IDs will prompt requests for corrected certified copies and can delay transactions; verify articles of incorporation before issuing the resolution.

How long should I retain executed resolutions?

Retain originals for the life of the corporation and at least three years after termination; specific industries (e.g., HIPAA-regulated entities) may require six years (45 CFR §164.530(j)).

How do I revoke a prior authorization?

Adopt a rescission resolution at a duly convened board meeting, record the vote in minutes, and deliver certified notice to affected third parties.

Electronic Signature
Templates
Legal
Corporate Board Resolution

Corporate Board Resolution

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

CORPORATE BOARD RESOLUTION

The undersigned, being all of the directors of the corporation identified below, hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, or at a duly convened meeting of the Board of Directors of the corporation.

Corporation Name: State/Jurisdiction of Incorporation:

Meeting Date: , Location:

RECITALS

WHEREAS, the corporation is duly organized and validly existing under the laws of the jurisdiction stated above and is authorized to transact business under that jurisdiction; and

WHEREAS, notice of the meeting (or written consent) was given and a quorum of the Board of Directors was present or represented, such that the Board is authorized to take the actions set forth herein in accordance with the corporation's bylaws and applicable law; and

WHEREAS, the Board has considered and deems it advisable and in the best interests of the corporation to authorize the actions set forth in this resolution.

NOW, THEREFORE, BE IT RESOLVED

Authorization of Action. The Board hereby approves and authorizes the corporate action described below, and finds that such action is fair and reasonable and in the best interests of the corporation.
Description of Authorized Action
Authority to Execute Documents. The Board authorizes and directs the officer(s) identified below to negotiate, finalize, execute and deliver, on behalf of the corporation, all agreements, certificates, instruments and documents (including modifications, amendments and ancillary documents) necessary or convenient to effectuate the foregoing, and to take all further acts as such officer(s) may deem necessary or desirable to carry out this Resolution.
Authorized Officer Name Authorized Officer Title Authority Granted (select all that apply)
Execute, deliver and perform agreements and instruments described above

Open and manage bank or escrow accounts as required

Transfer, encumber, or pledge corporate assets to effectuate the transaction

Other (describe below)
Ratification. All acts previously taken by any officer or director of the corporation in connection with the matters set forth in this Resolution are hereby ratified, confirmed and approved in all respects.
Effective Date. This Resolution shall be effective as of: Month Day Year .
Certification. The Secretary of the corporation is authorized and directed to certify this Resolution, to insert the same in the minutes of the meetings of the Board of Directors and to deliver certified copies to such persons as the Secretary deems appropriate. The Secretary's certification shall attest to the adoption and continuing force of this Resolution until modified or rescinded by the Board.

NOTICES

Any notice required or permitted under this Resolution shall be in writing and delivered to the corporation at the principal office or to the officer designated by the Board by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested. Delivery shall be effective upon receipt.

AMENDMENT AND WAIVER

This Resolution may be amended or waived only by the affirmative vote or written consent of a majority of the directors of the corporation, subject to any greater vote or special approval required by the corporation's bylaws or applicable law.

GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the corporation, without regard to principles of conflict of laws.

ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Resolution constitutes the entire expression of the Board with respect to the matters addressed herein. If any provision of this Resolution is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Resolution may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

ADDITIONAL INFORMATION

Additional Notes (optional)

Chair/President (Printed Name):

By:

Date:

Corporate Secretary (Printed Name):

By:

Date:

What a Corporate Board Resolution Is and when it’s used

A Corporate Board Resolution is a written record of decisions made by a corporation’s board of directors documenting approval, authorization, or policy changes. It creates a clear, dated statement of corporate action—for example, authorizing officers to open bank accounts, enter contracts, appoint agents, or approve mergers—and becomes part of the corporate minute book. Resolutions are typically signed by the board chair or corporate secretary and may be requested by banks, counterparties, or government agencies to verify internal authority.

Why a clear resolution matters for corporate governance

A formal resolution documents legal authority, reduces ambiguity for third parties, and preserves corporate governance records. It supports bank and vendor requirements, creates an audit trail for internal controls, and helps demonstrate compliance with fiduciary duties and regulatory obligations.

Who typically prepares and relies on a Corporate Board Resolution

Typical preparers and recipients are internal officers and external institutions that verify authority.

Corporate Secretary or General Counsel — prepares the draft, ensures corporate formalities, and maintains the minute book for legal compliance and recordkeeping.
Board Members and Officers — vote on and approve resolutions; officers named in the resolution will exercise the granted authority.
Banks, Counterparties, and Regulators — request certified or notarized resolutions to confirm signing authority before accepting transactions.

Keep copies with corporate minutes and provide certified copies to third parties only as needed.

Core sections to include in a professional resolution

Standard resolutions follow a predictable structure so third parties can verify intent and scope quickly.

Title

A concise heading naming the action (for example, 'Resolution to Open Bank Account') so the subject is immediately clear to readers and reviewers.

Recitals

Background facts and the board’s authority that explain why the board is acting and cite governing documents or relevant corporate statutes.

Resolved Clauses

Numbered statements that precisely describe the actions approved, the scope of authority, and any conditions or limits placed on the authorization.

Authorization Details

Identify the specific officers, deputies, or agents authorized to act, including any signing thresholds, spending caps, or delegated powers.

Signature Block

Spaces for the board chair or corporate secretary to sign and date; indicate the title and include a certification of the corporate record when required.

Certification

A statement by the corporate secretary certifying the resolution is in the minutes, often accompanied by a corporate seal or notation when requested.

Required information to include on the resolution

Company Name: Full legal entity name

State of Incorporation: State and corporate ID

Meeting Date: Date the board acted

Resolution Text: Exact approved wording

Signatory Names: Names and official titles

Certification Status: Notarized or certified copy

Step-by-step: preparing and approving a board resolution

Follow these sequential steps to draft, approve, and distribute an enforceable resolution.

01

Draft: Prepare precise language that states the authority being granted.
02

Notice: Provide any required meeting notice to directors per bylaws.
03

Vote: Hold the board vote and record the outcome in minutes.
04

Certify: Have the corporate secretary sign and produce certified copies for recipients.

Configure an online workflow for executing a resolution

Set up digital fields and signer authentication to match corporate signing rules and third-party requirements.

Field	Configuration
Template	Locked wording with editable signer fields
Signer Order	Sequential or parallel as required
Authentication	Email, SMS code, or stronger KBA
Storage	Save to secure cloud or corporate DMS

Where certified copies usually go after signing

After approval, distribute certified copies to internal records and external parties that requested verification.

Corporate Minute Book: Retain the original certified copy with corporate records
Bank or Financial Institution: Provide certified copy to open accounts or change signers
Contract Counterparties: Supply evidence of authority for executed agreements
Regulatory Filings: File with agencies only if required by rule

Sharing and e-sign workflows: platform considerations

Match signature, authentication, and export options to the recipient’s requirements before sending the resolution.

File Formats: PDF and DOCX supported
Integrations: Connect to NetSuite, Salesforce, Google Workspace
Audit Trail: Capture IP, timestamp, authentication

Use secure storage and include a certification page or corporate secretary attestation when recipients ask for a verified copy.

Timing and document deadlines to consider

Be mindful of notice, effective dates, and recipient-imposed deadlines when drafting and distributing a resolution.

Meeting Notice Window:

Follow bylaws; commonly 7–30 days

Effective Date:

Specify MM/DD/YYYY if not immediate

Bank Processing Time:

Allow 3–10 business days for review

Recipient Deadline:

Comply with any contract or vendor timelines

Record Retention:

File certified copy promptly in minute book

Common mistakes to avoid when preparing a resolution

Using vague language that fails to specify limits or monetary thresholds, causing banks or vendors to reject the document.
Mismatched names or entity identifiers between the resolution and official formation documents, which leads to requests for corrected certified copies.
Skipping required meeting notice or improper voting procedure that may invalidate the authorization under bylaws or statute.
Failure to certify or notarize when a third party explicitly requests a certified copy or notarized attestation.

Risks and consequences of an incorrect or incomplete resolution

Invalid Authorization: Third parties may refuse to accept acts as authorized

Bank Rejection: Delayed transactions and account access issues

Fiduciary Exposure: Directors/officers may face liability

Contract Risk: Agreements signed without authority

Regulatory Scrutiny: Audit or inquiry risk for noncompliance

Recordkeeping Failure: Problems proving action in disputes

Saving, exporting, and supporting files for a resolution

Prepare file formats and supporting documents so recipients can verify authority without additional requests.

Export Formats

Save signed copies as PDF/A for long-term preservation; provide DOCX for internal edits when allowed.

Certified Copies

Include a corporate secretary certification page stating the resolution is true and was entered in the minutes.

Notarized Versions

Provide notarized or RON-attested copies only when required by bank or counterparty.

Supporting Documents

Attach bylaws, articles of incorporation, and minutes excerpt when third parties request provenance.

How to amend or revoke a prior board resolution

Use a formal amendment process to change or rescind previously granted authority.

01

Identify:

Reference the original resolution by date and title

02

Draft:

Prepare amendment or revocation language

03

Notice:

Provide required notice for meeting

04

Vote:

Hold board vote per bylaws

05

Record:

Enter amendment in minutes

06

Distribute:

Send certified copies to affected parties

Frequently asked questions about Corporate Board Resolutions

Answers to common execution, authentication, and retention questions for corporate resolutions.

Need help? Contact support

Can a resolution be signed electronically?
Yes. Electronic signatures are legally valid in interstate commerce under the ESIGN Act (15 U.S.C. §7001) and in most states under UETA; verify recipient acceptance and any consumer disclosure requirements.
Who must sign a certified copy?
The corporate secretary typically certifies that the resolution is a true copy of the minutes; some recipients require the chair’s signature or a notarized attestation as well.
Is notarization always required?
Not routinely. Notarization is requested by some banks or title companies; remote online notarization (RON) is accepted where permitted by state law and by the recipient.
What if the names don’t match formation records?
Mismatched names or entity IDs will prompt requests for corrected certified copies and can delay transactions; verify articles of incorporation before issuing the resolution.
How long should I retain executed resolutions?
Retain originals for the life of the corporation and at least three years after termination; specific industries (e.g., HIPAA-regulated entities) may require six years (45 CFR §164.530(j)).
How do I revoke a prior authorization?
Adopt a rescission resolution at a duly convened board meeting, record the vote in minutes, and deliver certified notice to affected third parties.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now