Is a Corporate Ordinary Resolution legally binding?

Yes. When adopted according to the corporation’s bylaws and signed by authorized officers, the resolution evidences corporate action and can bind the corporation for routine matters.

Do Corporate Ordinary Resolutions need to be notarized?

Not typically. Notarization is rarely required for internal resolutions, though banks or third parties may request a certified copy or notarial attestation in specific circumstances.

Can I use electronic signatures on a resolution?

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 retention requirements are met.

Who must sign the resolution?

Authorized officers such as the chair, president, or corporate secretary normally sign; follow bylaws for required signatories and include titles on the signature block.

How should I provide the resolution to a bank?

Provide a certified copy or an attested electronic copy with an audit trail showing who signed, when, and how the signature was authenticated.

What if names or titles on the resolution are wrong?

Errors can delay transactions and lead to rejection by banks or counterparties; correct the resolution promptly and provide a certified corrected copy to affected parties.

Electronic Signature
Templates
Miscellaneous
Corporate Ordinary Resolution

Corporate Ordinary Resolution

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

CORPORATE ORDINARY RESOLUTION

Company Name: Resolution No.:

Date of Meeting: Location:

WHEREAS

WHEREAS, the board of directors of (the "Corporation") convened a meeting on , at which a quorum was present and acting throughout; and

WHEREAS, the board has considered the terms and conditions of a proposed agreement to be entered into by the Corporation with for the provision of services described below, and has determined that entering into such agreement is in the best interests of the Corporation; and

WHEREAS, the board desires to authorize certain officers of the Corporation to negotiate, finalize, execute and deliver the agreement and to take all actions necessary or desirable to effectuate the intent of this resolution.

SCOPE OF WORK

Detailed scope of services to be performed:

PAYMENT TERMS

Contract Price / Not to Exceed Amount:

Payment schedule and milestones:

Late Payment Fee:

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Termination upon notice: Either party may terminate the agreement upon days' prior written notice to the other party, subject to any cure rights expressly set forth in the agreement.

CONFIDENTIALITY

The authorized agreement shall include a confidentiality obligation binding the parties to maintain as confidential all non-public information disclosed in connection with the agreement, use such information solely for performance of the agreement, and implement reasonable safeguards to prevent unauthorized disclosure. Confidentiality obligations shall survive termination or expiration of the agreement for a period of years, except as otherwise required by law.

GOVERNING LAW

This resolution and any agreement approved hereby shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

The authorized agreement shall contain an entire agreement clause stating that the agreement, together with any written amendments and exhibits, constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior negotiations and agreements, whether written or oral.

AUTHORIZATION

RESOLVED, that the Corporation is hereby authorized to enter into and perform its obligations under the agreement described above, in substantially the form presented to the board, with such non-material changes as the authorized officers executing the same shall approve; and that each of the Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary (each an "Authorized Officer") is authorized and empowered, in the name and on behalf of the Corporation, to execute and deliver the agreement and any amendments, ancillary documents or instruments and to take all actions necessary or desirable to carry out and effectuate the foregoing.

Names and titles of authorized officers (enter as applicable):

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 at a meeting held on , at which meeting a quorum was present and voted, and that the resolution is now in full force and effect.

Votes in favor: Votes against: Abstentions:

Certified by: Title:

Corporation Name:

By:

Date:

Attesting Officer:

By:

Date:

What a Corporate Ordinary Resolution Is and when it's used

A Corporate Ordinary Resolution is a written record of routine corporate decisions adopted by a board of directors or shareholders under the company’s bylaws. Typical uses include approving bank signatories, routine contract authorizations, simple officer appointments, and ordinary operational actions that do not require a special or unanimous resolution. The document states the motion, vote or consent, effective date, and signatures of authorized officers or the corporate secretary. It is kept with corporate minutes and can be relied on by banks, counterparties, and internal auditors to evidence authority.

Why a clear Corporate Ordinary Resolution matters

A clear resolution provides verifiable proof of corporate action, reduces disputes about authority, and helps satisfy third-party due diligence.

Who typically prepares and relies on a Corporate Ordinary Resolution

Corporate secretaries, general counsel, controllers, and designated officers usually prepare and record ordinary resolutions after a board meeting or written consent.

Corporate secretary or legal counsel prepares and records the resolution using the company minute book or electronic records.
Chief financial officers and controllers use it to authorize bank accounts, signatories, and routine financial transactions.
Banks and external counterparties request certified copies to verify authority for account access or contract execution.

Banks, vendors, and internal teams rely on these resolutions to confirm authority for signatories, account changes, and routine corporate acts.

Core elements to include in a professional Corporate Ordinary Resolution

A well‑crafted resolution is concise, unambiguous, and includes context so third parties can verify authority without additional explanation.

Title

Clear document title identifying the corporation and that the item is an Ordinary Resolution, for fast recognition by reviewers.

Recitals

Short background statements describing the reason for the resolution, relevant meeting or consent, and applicable bylaws authority.

Resolved Clause

Plainly states the action being approved, including specific powers granted, monetary limits, or account identifiers if applicable.

Vote or Consent

Records whether the resolution was adopted by board vote, unanimous written consent, or shareholder action, plus the outcome.

Signatures

Signed and dated by authorized officers (e.g., chair, secretary); specify title and include a signature block for official record use.

Effective Date

Shows when the authority begins; include MM/DD/YYYY format and any expiration or review date if temporary.

Step‑by‑step: completing and recording a Corporate Ordinary Resolution

Follow these stages to create, approve, and preserve a valid corporate resolution that third parties can rely on.

01

Draft the resolution: Prepare concise recitals and a clear resolved clause describing the approved action.
02

Obtain approval: Hold the board meeting or obtain written unanimous consent per bylaws and record the vote or consent outcome.
03

Execute the document: Have authorized officers sign and date; include the corporate secretary’s attestation where customary.
04

File and distribute: Retain in the minute book and provide certified copies to banks or counterparties as needed.

How electronic completion and e‑signing typically flow

Electronic workflows mirror paper steps while adding audit trails and optional signer authentication to establish intent and attribution.

Upload document: Start by uploading the resolution to your eSignature platform as a PDF or DOCX file.
Place fields: Add signature, name, title, and date fields; include checkboxes for consent where required.
Set signer order: Configure sequential or parallel signing based on board procedure and who must attest first.
Complete audit trail: Ensure timestamps, IP addresses, and authentication method are captured with the final signed copy.

Typical eSignature workflow settings for a corporate resolution

Configure these settings to preserve chain of custody, match corporate procedures, and meet recipient requirements.

Field	Configuration
Document Type	PDF or DOCX with fixed formatting
Signer Order	Sequential for official attestations
Authentication	Email plus optional SMS or advanced ID verification
Retention	Enable audit trail and secure long‑term storage

Digital signing considerations and platform capabilities

Choose a platform that captures intent, provides an audit trail, and supports common file formats and integrations.

File formats: PDF, DOCX, and preserved formatting
Integrations: Works with CRM and document storage systems
Authentication: Email, SMS, or advanced ID checks

Key dates and timing to track for a resolution

Record and track meeting dates, execution dates, effective dates, and any filing deadlines tied to contemplated corporate filings.

Board meeting date and minute entry:

Record the meeting date and reference minutes for the resolution.

Execution date:

Date when authorized officers sign; crucial for banks and counterparties.

Effective date:

When the granted authority begins; may differ from execution date.

Distribution date:

When certified copies are delivered to third parties.

Retention start date:

Date from which statutory retention periods run.

Milestone timeline for a Corporate Ordinary Resolution

A simple milestone timeline helps ensure each step is completed and recorded in sequence.

01

Prepare Draft

Draft resolution language and identify required approvals.

02

Approve at Meeting

Board or shareholders adopt the resolution and record votes.

03

Execute Documents

Authorized officers sign and secretary attests.

04

Record and Distribute

Retain in minute book and provide certified copies as needed.

Common mistakes to avoid when preparing a Corporate Ordinary Resolution

Using informal or vague language that leaves authority unclear.
Failing to record the vote or consent method in minutes.
Mismatched names or titles between corporate records and the resolution.
Omitting an execution date or required officer attestation.

Risks and consequences of an incorrect or incomplete resolution

Invalid Authority: Third parties may refuse transactions.

Bank Rejection: Banks can demand additional proof or refuse to act.

Contractual Disputes: Parties may dispute who had signing power.

Regulatory Scrutiny: Auditors or regulators may question corporate controls.

Operational Delay: Routine actions can be delayed pending clarification.

Increased Legal Cost: Counsel time to correct or re‑document authority.

eSignature providers: pricing and feature snapshot relevant to corporate resolutions

Compare core pricing and capabilities that affect resolution workflows: starting price, trial availability, bulk send, audit trail, and HIPAA support.

	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

Practical examples of corporate teams using digital resolutions

These examples show how organizations document routine approvals and rely on digital records for proof of authority.

Optica Ventures LLC

A small investment manager standardized board resolutions for account signatories to speed onboarding.

They used concise templates and recorded authorizations.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Tech Data

A global distributor centralized routine resolutions for regional offices to reduce local counsel review.

Central templates ensured consistent signatory limits.
"Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue."

Best practices for accurate, defensible Corporate Ordinary Resolutions

Adopt standardized templates, verify signer authority, and preserve signed copies in a secure, auditable system to reduce friction with banks and counterparties.

Use a standardized template

Create a vetted template that includes title, recitals, resolved clause, vote record, signature blocks, and a certification line to ensure consistency and reduce legal review time.

Verify signer authority

Confirm names and titles against corporate records and bylaws; require the corporate secretary or designated officer to attest to the accuracy of the resolution.

Capture execution metadata

Record execution date, method (in‑person or electronic), and, for eSignatures, authentication method and audit trail to establish intent and attribution.

Store certified copies

Retain originals or certified electronic copies with the minute book and securely distribute certified copies to banks and key counterparties as required.

Frequently asked questions about Corporate Ordinary Resolutions

Answers to common questions about validity, signatures, notarization, and using electronic signatures for routine corporate actions.

Need help? Contact support

Is a Corporate Ordinary Resolution legally binding?
Yes. When adopted according to the corporation’s bylaws and signed by authorized officers, the resolution evidences corporate action and can bind the corporation for routine matters.
Do Corporate Ordinary Resolutions need to be notarized?
Not typically. Notarization is rarely required for internal resolutions, though banks or third parties may request a certified copy or notarial attestation in specific circumstances.
Can I use electronic signatures on a resolution?
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 retention requirements are met.
Who must sign the resolution?
Authorized officers such as the chair, president, or corporate secretary normally sign; follow bylaws for required signatories and include titles on the signature block.
How should I provide the resolution to a bank?
Provide a certified copy or an attested electronic copy with an audit trail showing who signed, when, and how the signature was authenticated.
What if names or titles on the resolution are wrong?
Errors can delay transactions and lead to rejection by banks or counterparties; correct the resolution promptly and provide a certified corrected copy to affected parties.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now