Who can sign this resolution?

Typically the corporate secretary or an authorized officer signs certified copies; originals are adopted by the board and signed by the presiding officer or corporate secretary. Ensure the signatory is expressly identified in the resolution and that name and title are printed beneath the signature for clarity.

Is notarization required?

Not usually required for the resolution itself, but banks, title companies, or other third parties often request a notarized secretary's certificate or an acknowledged copy. Confirm recipient expectations before providing copies to avoid delays or additional authentication steps.

Can the resolution be e-signed?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, signer attribution, and reliable record retention are met. Verify whether the recipient accepts electronic or notarized forms.

How do I certify a copy?

Prepare a secretary's certificate attaching the resolution, include a statement certifying the resolution's adoption, the dated signature of the corporate secretary, and, if requested, a notary acknowledgment to satisfy banks or third parties.

How to amend or revoke a resolution?

Adopt a subsequent board resolution expressly amending or revoking the prior resolution, record the vote in minutes, and distribute certified copies of the new resolution to affected parties. Do not rely on informal email approvals for material changes.

What if names or dates are incorrect?

Correct material errors by adopting an amending resolution or issuing a corrected certified copy; material discrepancies on names, dates, or authority can cause rejection by banks or unenforceability, so consult counsel before finalizing corrections.

Electronic Signature
Templates
Legal
Corporate BOD Resolution

Corporate BOD Resolution

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

Corporate Board of Directors Resolution

The undersigned, constituting the Board of Directors of Company Name: , a corporation organized under the laws of , hereby state that on the date hereinafter set forth a meeting of the Board was duly called and held at Location: on , at which a quorum was present and acting throughout, and that the following resolutions were duly adopted.

Recitals

WHEREAS, the Board has considered the business, financial condition and operations of the corporation and has determined that it is advisable and in the best interests of the corporation to authorize and approve the matters described in this resolution; and

WHEREAS, the Board has reviewed the terms and proposed forms of instruments, agreements and actions necessary or appropriate to effectuate the transaction or corporate action described below, and deems such instruments and actions advisable; and

WHEREAS, the Board has had the opportunity to ask questions and obtain information necessary to make an informed decision with respect to the matters presented for approval.

Now, Therefore, Be It Resolved

1. Approval of Action. Resolved, that the Board hereby approves the corporate action described as follows: and authorizes the corporation to take all steps necessary to effectuate the foregoing.

2. Authorization of Officers. Resolved, that the officers of the corporation, including but not limited to the persons holding the titles set forth below, are each hereby authorized, empowered and directed, in the name and on behalf of the corporation and under its corporate seal (if required), to execute, deliver and perform such agreements, certificates, instruments and other documents, and to take such further actions, as any such officer shall deem necessary or desirable to carry out fully the intent and purpose of the foregoing resolution.

Authorized Officer Name and Title

3. Ratification. Resolved, that all acts and transactions of the officers and agents of the corporation which involve the subject matter of these resolutions and which were performed prior to the date hereof be, and hereby are, ratified, confirmed and approved in all respects.

4. Effective Date. Resolved, that these resolutions shall be effective as of the date of adoption set forth below and shall remain in full force and effect until amended or rescinded by the Board.

Notices

All notices or communications required or permitted under these resolutions shall be in writing and delivered to the corporation at the address set forth below or to such other address as may be designated by the corporation in writing.

Corporate Notice Address

Miscellaneous Provisions

Governing Law. This resolution and any dispute arising out of or relating to these resolutions shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement. These resolutions constitute the entire resolution of the Board with respect to the matters set forth herein and supersede all prior resolutions and understandings, whether written or oral, relating to the subject matter hereof.

Severability. If any provision of these resolutions is held 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.

Amendments; Waiver. These resolutions may be amended or repealed by the Board at any duly convened meeting. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

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

Certification

I hereby certify that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors of the corporation named above on the date set forth below, that said resolution has not been amended or rescinded and is in full force and effect as of the date of this certification.

Secretary's Certificate (optional details)

Chair/President (Print Name):

By:

Date:

Secretary (Print Name):

By:

Date:

What a Corporate BOD Resolution Is and why it matters

Corporate Board of Directors (BOD) Resolution is a formal, written record of decisions authorized by a corporation's board. It documents board approval for specific actions—such as appointing officers, approving contracts, opening bank accounts, authorizing signatories, or mergers—and sets the effective date and scope of authority. Resolutions serve as corporate minutes, evidence for third parties, and internal governance controls. They typically identify the corporation, the meeting date, directors present, the motion and vote, and any delegated authority. Maintaining clear, dated resolutions supports legal compliance, banking requirements, and audit trails.

Why a clear Board Resolution reduces risk

Board resolutions create a definitive record of corporate decisions, enable authorized agents to act, and provide third parties bankable proof of board authority. Properly drafted resolutions reduce operational risk, clarify delegation, and help satisfy regulators, banks, and auditors during reviews or transactions.

Who prepares and relies on Corporate BOD Resolutions

Corporate officers, corporate secretaries, general counsel, and board members use Board resolutions to document approvals for material actions and delegated authority.

Publicly traded and private corporations needing formal board authorization for major transactions.
Banks, escrow agents, and title companies requesting proof of signatory authority.
Legal counsel preparing corporate minutes, compliance filings, or governance records.

Keep a filed copy with the corporate minutes and deliver certified copies to banks, counterparties, and regulators as required.

Core elements to include in a professional Corporate BOD Resolution

Essential elements of a Corporate BOD Resolution clarify what was approved, who authorized it, and the scope and duration of delegated powers.

Document Heading

Include corporate name, state of incorporation, meeting type (regular or special), and meeting date. Identifies the corporate entity and establishes jurisdiction and procedural context for the resolution.

Recitals

Summarize relevant background facts, prior authorizations, or contractual triggers that led the board to consider and adopt the resolution; helps readers understand purpose and scope.

Resolution Clause

A clear operative clause stating the precise action authorized (e.g., approve merger, open bank account) and any limits, monetary caps, or required conditions, and reporting requirements to the board.

Authority Delegation

Specify which officer(s) or agent(s) are empowered to sign, negotiate, or execute documents, including title, specimen signature format, and any delegation limits and effective duration of that authority.

Voting Record

Record vote tally: names of directors present, votes for, against, and any abstentions; include directors absent to establish quorum and validity of action on the stated meeting date.

Execution Block

Execution block with dated signatures, printed names, and titles for officers or corporate secretary; note whether a corporate seal or notarization is attached and certify minutes accuracy.

Step-by-step: prepare and adopt the resolution

Follow these steps to prepare, approve, and execute a Corporate BOD Resolution with clear authority and recordkeeping.

01

Draft: Prepare resolution language and recitals
02

Review: Circulate to counsel and officers for edits
03

Adopt: Vote and record the board's approval
04

File: Attach to corporate minutes and distribute copies

Online workflow settings for digital completion

Common online settings let you require authentication, set signer roles, and attach certified copies after signing.

Field	Configuration
Signer Authentication	Email link; SMS code; KBA optional
Role Order	Sequential or parallel signing order settings
Document Template	Create reusable template with preplaced fields
Certificate Delivery	Automatic certificate and completed PDF to all signers

Where to file or send certified resolutions

Resolution routing varies by recipient; follow corporate governance rules and external recipient requirements for signature, banking, and recordkeeping.

Corporate Minutes: Attach certified copy to minutes file
Banking: Provide certified copy to bank for account changes
Counterparties: Send certified copies with executed contracts
Regulators: Submit when statutory filings or disclosures require it

Platform features to support execution and eSubmission

For digital signing and eSubmission, ensure the platform supports required authentication, audit trails, and standard document formats.

Formats: PDF, DOCX, HTML supported
Integrations: Salesforce, NetSuite, Microsoft 365
Auth Options: Email, SMS, SSO, MFA

Security and compliance considerations for stored resolutions

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

Certifications: SOC 2 Type II; ISO 27001; PCI DSS

HIPAA BAA: BAA available where required for HIPAA compliance

Audit Trail: Timestamped events, IP addresses, and change logs

Authentication: Email links, SMS codes, SSO, and MFA options

Retention Controls: Exportable records and audit-ready retention settings

Key risks and consequences of deficient resolutions

Invalid Authority: Contracts may be unenforceable

Bank Rejection: Account or transaction delays

Regulatory Scrutiny: Fines or corrective actions

Corporate Liability: Directors or officers exposure

Record Deficiencies: Audit findings and insurer disputes

Notarization Issues: Missing acknowledgements may void acceptance

Common mistakes to avoid when preparing a Corporate BOD Resolution

Failing to specify monetary limits or conditions, which can lead to unauthorized spending or later disputes over the board's intended scope.
Using ambiguous language such as 'reasonable' or 'as needed' without objective standards, which creates interpretation risk for third parties and auditors.
Not documenting the vote tally, quorum, or abstentions, leaving the resolution open to challenge on procedural grounds during enforcement or review.
Delivering uncertified copies to banks or counterparties when certified copies or secretary's certificates are required, causing transaction delays or rejection.

Real-world examples of board resolutions in action

Real organizations use formal board resolutions to authorize accounts, approvals, and integrations across operations and financing.

Tech Data

Tech Data adopted a standardized board resolution template to streamline vendor and contract authorizations across its international subsidiaries.

Saved internal review time and reduced signature errors.
By keeping certified resolutions and integrating e-signing into their workflows, Tech Data reduced processing delays, satisfied banking requirements more quickly, and provided auditors with consistent documentation during regulatory reviews and compliance audits.

Martin Properties

Martin Properties used a board resolution to authorize property closings and to designate signatories for escrow and financing documents.

Enabled remote closings and mobile signing.
Combining certified resolutions with digital signatures allowed the firm to close deals remotely, meet lender documentation standards, and reduce turnaround time for buyers and sellers while preserving corporate governance records.

eSignature plan comparison for Corporate BOD Resolution workflows

Compare common eSignature plan criteria relevant to executing Corporate BOD Resolutions and managing board approval 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	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about Corporate BOD Resolutions

Answers to common questions about signing authority, notarization, electronic signatures, amendments, and recordkeeping for board resolutions.

Need help? Contact support

Who can sign this resolution?
Typically the corporate secretary or an authorized officer signs certified copies; originals are adopted by the board and signed by the presiding officer or corporate secretary. Ensure the signatory is expressly identified in the resolution and that name and title are printed beneath the signature for clarity.
Is notarization required?
Not usually required for the resolution itself, but banks, title companies, or other third parties often request a notarized secretary's certificate or an acknowledged copy. Confirm recipient expectations before providing copies to avoid delays or additional authentication steps.
Can the resolution be e-signed?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, signer attribution, and reliable record retention are met. Verify whether the recipient accepts electronic or notarized forms.
How do I certify a copy?
Prepare a secretary's certificate attaching the resolution, include a statement certifying the resolution's adoption, the dated signature of the corporate secretary, and, if requested, a notary acknowledgment to satisfy banks or third parties.
How to amend or revoke a resolution?
Adopt a subsequent board resolution expressly amending or revoking the prior resolution, record the vote in minutes, and distribute certified copies of the new resolution to affected parties. Do not rely on informal email approvals for material changes.
What if names or dates are incorrect?
Correct material errors by adopting an amending resolution or issuing a corrected certified copy; material discrepancies on names, dates, or authority can cause rejection by banks or unenforceability, so consult counsel before finalizing corrections.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now