Is an electronic certification valid?

Yes, electronic certifications are valid if they meet the ESIGN Act criteria: intent, consent, attribution, and record retention (15 U.S.C. §7001). Ensure the platform captures an audit trail that documents those elements.

When is notarization required?

Notarization is required only when the recipient or state law demands it. Banks and some states commonly request notarized certifications; check the recipient's policy before execution.

Who must sign the certification?

A corporate officer or the corporate secretary typically signs and certifies. The document should name the certifier, state their title, and include contact details for verification.

Can remote online notarization be used?

Yes in most states that permit permanent RON, provided the notary follows identity-proofing, audio-video recording, and retention rules. Verify the state's RON rules before relying on remote notarization.

How should I store certified copies?

Store originals or certified copies in a secure record system with tamper-evident PDFs, audit logs, and regular backups to meet governance and eDiscovery needs.

How to correct an error after certification?

Prepare an amended resolution or a correcting certification, have it approved and re-certified, and supply corrected certified copies to all recipients who received the original.

Electronic Signature
Templates
Legal
Corporate Resolution Certification Form

Corporate Resolution Certification Form

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

CORPORATE RESOLUTION CERTIFICATION

Company Name: State of Incorporation: Corporate ID/Registration No.:

The undersigned, being the duly elected and acting Secretary of the corporation named above, hereby certifies that the following resolution was duly adopted by the Board of Directors at a meeting held on at , at which a quorum was present and voting throughout, and that such resolution has not been altered, amended or rescinded and remains in full force and effect.

RECITALS

WHEREAS, the Board of Directors has considered and reviewed the matters presented and has determined that it is necessary and advisable for the corporation to take certain corporate actions described herein;

WHEREAS, the Board has been furnished with such information and materials as it has deemed necessary or advisable to make an informed decision and has concluded that the proposed actions are in the best interests of the corporation and its shareholders;

WHEREAS, the Board desires to authorize certain officers to execute and deliver instruments, agreements and other documents and to take such further actions as may be necessary to effectuate the actions approved by the Board.

NOW, THEREFORE, BE IT RESOLVED

Authorization of Action. Resolved, that the Board of Directors hereby approves and authorizes the transaction and corporate action described as follows: The form, terms and provisions of any agreement or instrument necessary to effectuate such action are approved in substantially the form presented to the Board.
Authority to Execute. Resolved further, that the following officer(s) are authorized and empowered, in the name and on behalf of the corporation, to negotiate, execute, deliver and certify any and all documents and to take any and all actions that such officer(s) deem necessary or advisable to carry out the foregoing resolution: Authorized Officer Name: ; Title: . Any document executed by such authorized officer shall be conclusive evidence of the authority granted herein.
Ratification. Resolved further, that all acts, agreements and instruments previously executed, delivered or approved by the officers of the corporation in connection with the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.
Effective Date. Resolved further, that these resolutions shall be effective as of the date adopted by the Board, which date is: , and shall remain in full force and effect until modified or rescinded by the Board of Directors.
Certification. Resolved further, that the Secretary of the corporation is hereby authorized and directed to certify a copy of these resolutions to such persons as may be necessary or appropriate and to attest to instruments and documents executed in connection with the matters authorized herein.

NOTICES

Primary Notice Recipient Notice Address

MISCELLANEOUS

Governing Law. This resolution and any document executed pursuant to it shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement. These resolutions constitute the entire corporate action and understanding of the Board with respect to the subject matter hereof and supersede any prior resolutions or inconsistent provisions relating to such subject matter.

Severability. If any provision of these resolutions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be enforced to the fullest extent permitted by law.

Amendments; Waiver. These resolutions may be amended or waived only by an instrument in writing signed by the Board or by such officers as are specifically authorized herein.

Counterparts. This certification may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

CERTIFICATION BY SECRETARY

I, the undersigned Secretary of the corporation named above, do hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors at a meeting held in accordance with the bylaws of the corporation and that the same are now in full force and effect.

Name of Certifying Officer Title of Certifying Officer

Corporate Seal Affixed: If available, describe the location or nature of the seal:

Secretary (Certifier) - Printed Name:

By:

Date:

Authorized Officer - Printed Name:

By:

Date:

What the Corporate Resolution Certification Form Is

A Corporate Resolution Certification Form is a short written record that documents a board or shareholder decision and certifies corporate authority for specified actions, such as opening bank accounts, approving contracts, or appointing officers. The form identifies the corporation, recites the meeting or consent, states the resolution language, and provides a certification by an officer or corporate secretary confirming the corporate vote and authority to act.

Why a Clear Certification Matters

A properly prepared Corporate Resolution Certification Form creates an auditable record of corporate authority and reduces disputes over signatory power. It supports compliance with corporate governance and banking requirements and is admissible under ESIGN (15 U.S.C. §7001) and UETA where electronic records meet the legal-validity test.

Who Typically Prepares and Uses This Form

The form serves internal governance records and external parties that require documentary proof before executing transactions.

Corporate officers and corporate secretaries preparing certified corporate action for banks and third parties.
Bank compliance and treasury teams validating signature authority and account-opening approvals.
Outside counsel and counterparties requesting formal proof of a board or shareholder-approved action.

Who Signs and Certifies the Resolution

Corporate Secretary

The corporate secretary commonly certifies the resolution, attests to the accuracy of minutes or consent, and signs the certification. That person typically has custody of corporate records and confirms that required meeting notices and quorum were satisfied in writing.

President / CEO

A president or CEO frequently signs as an authorized officer to execute the decisions recorded in the resolution. Their signature binds the corporation when the resolution specifically grants execution authority for the described transaction or obligation.

Core Parts of a Professional Certification

A concise, consistent structure ensures the certification is accepted by banks, counterparties, and internal records: identification, recitals, operative resolution language, effective date, certification clause, and signature block.

Corporate Heading

Full legal name of the corporation, state of incorporation, and principal office address. Use the exact entity name as registered with the Secretary of State to avoid verification delays.

Recitals

Short factual statements describing the meeting or written consent, including date, whether quorum was present, and whether action was taken by vote or unanimous written consent.

Resolved Clauses

Clear operative clauses that specify what the board authorized (e.g., open specified bank accounts, sign a named agreement), including any monetary limits or delegated authority boundaries.

Effective Date

The precise date the resolution takes effect, stated as MM/DD/YYYY. This date determines when authority to act begins for counterparties and internal recordkeeping.

Certification Statement

A short attestation by the certifying officer confirming the resolution is duly adopted and in effect, often referencing corporate records and indicating no pending rescissions.

Signature Block

Printed name, title, signature, and date for the certifying officer; include corporate seal if required and space for a notary acknowledgement when a third party demands notarization.

Step-by-Step: Preparing and Finalizing the Form

Follow a consistent sequence to reduce errors and ensure the certification is authoritative and accepted by external parties.

01

Prepare Draft: Assemble meeting minutes or written consent and draft exact resolution language.
02

Obtain Approval: Ensure board vote or written consent is recorded and attested to by the corporate secretary.
03

Certify and Sign: Certifying officer signs and dates the document; include notary if required.
04

Distribute Copies: Provide certified copies to banks, counsel, or counterparties and retain originals in the minute book.

Configuring an Online Completion Workflow

Set up a repeatable online workflow that captures signer identity, order, and a tamper-evident audit trail for each certification.

Field	Configuration
Template Name	Use a clear template label for corporate resolutions.
Signer Order	Set certifier first, then witnesses or notary as required.
Authentication	Choose email, SMS code, or stronger ID verification per recipient needs.
Notifications	Enable automated email copies to corporate records and counsel.

Where to File and Who Receives the Certified Copy

Certified copies are retained internally and distributed to external stakeholders who rely on proof of authority for transactions.

Corporate Records: File the signed certification in the corporate minute book or electronic records repository.
Bank or Financial Institution: Provide a certified copy to the bank when opening or changing accounts to prove signatory authority.
Contract Counterparty: Supply certification to vendors or counterparties that require proof before contract execution.
Regulatory Filings: Attach certified resolutions when required by regulators or as part of licensing applications.

Electronic Delivery and Technical Requirements

Ensure the chosen platform supports record export, audit logs, and optional notarization workflows to meet recipient or state requirements.

File Formats: PDF and PDF/A are preferred for certified records and long-term storage.
Integrations: Integrate with document storage and ERP systems for automated retention.
Authentication: Use SMS, email OTP, or KBA depending on recipient verification needs.

Key Dates and Timing Expectations

Certain dates determine the certification's effect and downstream acceptance; plan for internal and external deadlines when scheduling board action.

Meeting or Consent Date:

The recorded date of adoption; use MM/DD/YYYY format and verify quorum occurred on that date.

Effective Date of Action:

When the authority granted by the resolution begins; may be immediate or a future specified date.

Bank Submission Timing:

Banks typically require certified copies before account changes take effect; expect same-day to five-business-day processing.

Record Retention Start:

Retention obligations begin on the certification date and are measured from creation or last effective date.

Notary/Authentication Window:

If notarization is required, schedule signing within the timeframe specified by the recipient to avoid re-attestation.

Common Mistakes to Avoid

Using an informal summary instead of full operative resolution language, which can lead to banks refusing the certification and requesting a corrected copy.
Entering a corporate name that differs from state registration, causing third parties to require additional identity proof or a corrected certification.
Omitting the certifying officer's title or contact details, making it difficult for external parties to confirm authenticity and slowing transaction processing.
Failing to include a notary or witness when the recipient requires it, necessitating re-signing and additional notarization costs and delays.

Risks and Consequences of Errors

Invalid Authority: Document rejected

Bank Refusal: Account action delayed

Contractual Liability: Signatory personal risk

Regulatory Scrutiny: Compliance examination

Re-execution Costs: Additional notarization fees

Recordkeeping Gaps: Corporate governance exposure

eSignature Vendor Comparison for Certification Workflows

Comparison of typical starting prices and capabilities across common eSignature vendors. signNow appears first as the initial column per table convention.

	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 by plan	Varies by plan	Varies by plan	Varies by plan
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 by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Practical Answers

Answers to common questions about validity, signatures, notarization, and electronic execution for Corporate Resolution Certification Forms.

Need help? Contact support

Is an electronic certification valid?
Yes, electronic certifications are valid if they meet the ESIGN Act criteria: intent, consent, attribution, and record retention (15 U.S.C. §7001). Ensure the platform captures an audit trail that documents those elements.
When is notarization required?
Notarization is required only when the recipient or state law demands it. Banks and some states commonly request notarized certifications; check the recipient's policy before execution.
Who must sign the certification?
A corporate officer or the corporate secretary typically signs and certifies. The document should name the certifier, state their title, and include contact details for verification.
Can remote online notarization be used?
Yes in most states that permit permanent RON, provided the notary follows identity-proofing, audio-video recording, and retention rules. Verify the state's RON rules before relying on remote notarization.
How should I store certified copies?
Store originals or certified copies in a secure record system with tamper-evident PDFs, audit logs, and regular backups to meet governance and eDiscovery needs.
How to correct an error after certification?
Prepare an amended resolution or a correcting certification, have it approved and re-certified, and supply corrected certified copies to all recipients who received the original.

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