Is an electronic resolution legally binding?

Yes. Electronic signatures on corporate resolutions are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature meets intent, consent, attribution, and retention requirements.

Do I need the resolution notarized?

Not usually required by corporate law, but banks, title companies, or counterparties frequently request notarized or certified copies; follow the institution’s acceptance policy or use a notary/RON when requested.

Who must approve and sign the resolution?

Approval typically comes from the board of directors or by unanimous written consent; authorized officers (e.g., president, treasurer) sign as specified. Check your bylaws for delegated authority rules.

How can a resolution be revoked or amended?

A later board resolution rescinding or amending the prior action, recorded in minutes and distributed to affected third parties, is the standard method to revoke or change authority.

What supporting documents should accompany a resolution?

Attach articles of incorporation, bylaws, recent meeting minutes, officer list, and any required corporate filings to validate authority for third parties and simplify verification.

Can I use remote online notarization (RON)?

RON is allowed in many states with specific identity-proofing and recording requirements; verify your state’s RON rules before relying on remote notarization for certified corporate documents.

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Corporate Resolution Form

Corporate Resolution Form

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

What the Corporate Resolution Form Is and When It’s Used

A Corporate Resolution Form is an internal corporate record documenting formal decisions made by a board of directors or authorized officers, such as authorizing a specific transaction, opening bank accounts, or delegating signing authority. The resolution identifies the corporate entity, states the action approved, names authorized signatories, and records the effective date. While not typically filed with a state agency, resolutions are often required by banks, lenders, and third parties as proof of corporate authority and should be retained with corporate minutes and records.

Why a Clear Corporate Resolution Matters

A properly drafted resolution establishes legal authority, reduces disputes over who may act on behalf of the company, and meets third-party and regulatory expectations. It creates an auditable record that supports compliance, banking transactions, real estate closings, and counterparties that require proof of corporate approval.

Who creates and relies on Corporate Resolutions

Typical creators and recipients of corporate resolutions include corporate officers, directors, banks, legal counsel, and transaction counterparties; each uses the form for different verification purposes.

Boards of directors and corporate officers: approve actions and delegate authority to sign agreements or open accounts.
Banks and financial institutions: require certified resolutions to open accounts, establish credit, or accept electronic signatures.
Legal and conveyancing professionals: use resolutions to confirm authority for real estate closings, mergers, or filings.

Step-by-step: completing and certifying a Corporate Resolution

Follow this sequence to draft, approve, and distribute a valid corporate resolution that third parties will accept.

01

Draft: Write a clear statement of the action and authorized parties.
02

Board Approval: Record approval in a meeting or unanimous written consent.
03

Certification: Have an officer or corporate secretary sign and date the resolution.
04

Distribute: Provide certified copies to banks, counterparties, or counsel as needed.

How to set up an online workflow for a Corporate Resolution

Design a simple digital workflow that routes the resolution for review, signature, certification, and distribution while preserving an audit trail.

Field	Configuration
Document Template	Use a fixed template with conditional text for action-specific details.
Signer Sequence	Route to board approver(s) then to corporate secretary for certification.
Authentication	Enable email + SMS code or SSO for officer authentication.
Retention	Automatically store signed copy and audit trail in records repository.

Typical routing for eSigned Corporate Resolutions

A standard eSignature flow ensures proper review, authorization, certification, and secure delivery to third parties, with each step documented.

Prepare Document: Upload and tag signature, date, and certification fields.
Route to Approvers: Send to directors or authorized signers in order.
Certify: Corporate secretary signs and attests to the resolution.
Distribute: Deliver certified PDF and audit trail to banks or counsel.

Digital signing and integration considerations

Choose a platform that supports secure eSignatures, audit trails, and integrations with your document repository and accounting or ERP systems.

Integrations: Salesforce, NetSuite, Google Workspace
Formats: PDF, DOCX, HTML
Authentication: Email, SMS code, SSO

Security and compliance features to expect

Encryption: TLS 1.2/1.3; AES-256

Audit Trail: Timestamped signer events

Certifications: SOC 2 Type II; ISO 27001

HIPAA: BAA available

FDA 21 CFR: 21 CFR Part 11 support

Accessibility: WCAG 2.0 Level AA

Common preparation mistakes to avoid

Using an informal or ambiguous 'authorization' phrase that does not specify authority scope, dollar limits, or exact signers, leading to third-party rejection.
Failing to match the corporate name precisely to the articles of incorporation or state registration, which causes banks and title companies to refuse acceptance.
Skipping certification by the corporate secretary or neglecting to provide a certified copy, which often triggers additional verification requests and delays.
Relying on unsigned meeting minutes without a signed resolution or failing to record unanimous written consent where a meeting could not be convened.

Risks of an incorrect or incomplete resolution

Transaction Delay: Third parties may refuse transactions

Financial Exposure: Unauthorized acts may create liability

Regulatory Inquiry: Noncompliance can prompt review

Bank Rejection: Accounts or loans may be denied

Contract Voidance: Counterparties may challenge authority

Increased Costs: Counsel or re-execution fees

Timing considerations and response expectations

A corporate resolution should be prepared and certified before the action it authorizes; plan for additional review time if a third party requires notarization, certification, or a corporate opinion.

Immediate Requests:

Banks commonly require a certified copy before opening accounts; expect response same day to several days.

Real Estate Closings:

Lenders and title companies may request resolution days before closing to verify authority.

Board Records:

Include resolution in corporate minutes promptly after approval to preserve evidentiary chain.

Notary or RON:

Allow extra time for remote online notarization or mobile notary scheduling.

Document Retention:

Keep originals and certified copies available per your retention policy.

Real-world examples of Corporate Resolutions in practice

Two concise examples show how organizations use certified resolutions to streamline transactions and satisfy institutional requirements.

Optica Ventures LLC

Optica used a concise bank authorization resolution to name signers and set limits.

It listed exact signers and dollar caps.
The certified resolution satisfied the bank’s corporate acceptance policy and avoided additional legal review, enabling account opening within two business days.

Martin Properties

Martin Properties executed a resolution to authorize real estate closings and escrow signatories.

It included notarized certification.
Providing the certified resolution to the title company prevented closing delays and ensured consistent signer authority across multiple transactions.

Who typically signs and certifies a Corporate Resolution

Corporate Secretary

The corporate secretary normally certifies that the resolution was duly adopted and records it in the corporate minutes, providing the attestation and date required by banks and third parties.

President / CEO

An authorized officer such as the president or CEO commonly executes transactional authorizations and performs duties specified in the resolution, including representing the corporation to counterparties.

eSignature vendor comparison for signing Corporate Resolutions

Compare basic pricing and common features for eSignature providers often used to execute corporate resolutions; signNow is listed first per platform comparison conventions.

	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 vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Corporate Resolutions

Answers to common questions about validity, notarization, signature authority, revocation, and supporting documentation for corporate resolutions.

Need help? Contact support

Is an electronic resolution legally binding?
Yes. Electronic signatures on corporate resolutions are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the signature meets intent, consent, attribution, and retention requirements.
Do I need the resolution notarized?
Not usually required by corporate law, but banks, title companies, or counterparties frequently request notarized or certified copies; follow the institution’s acceptance policy or use a notary/RON when requested.
Who must approve and sign the resolution?
Approval typically comes from the board of directors or by unanimous written consent; authorized officers (e.g., president, treasurer) sign as specified. Check your bylaws for delegated authority rules.
How can a resolution be revoked or amended?
A later board resolution rescinding or amending the prior action, recorded in minutes and distributed to affected third parties, is the standard method to revoke or change authority.
What supporting documents should accompany a resolution?
Attach articles of incorporation, bylaws, recent meeting minutes, officer list, and any required corporate filings to validate authority for third parties and simplify verification.
Can I use remote online notarization (RON)?
RON is allowed in many states with specific identity-proofing and recording requirements; verify your state’s RON rules before relying on remote notarization for certified corporate documents.

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