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Corporate Resolution of Members

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CORPORATE RESOLUTION OF MEMBERS

Company Name:   State of Formation:   Principal Office:

Effective Date of Resolution:

Members

RECITALS

WHEREAS, the Members are the duly authorized members of the Company identified above and hold the ownership interests set forth in this document; and

WHEREAS, the Members have determined that it is in the best interest of the Company to authorize and approve the corporate action described in this Resolution in accordance with the Company operating agreement and applicable law; and

WHEREAS, the Members desire to record the action taken and to authorize officers or other authorized persons to take all steps necessary to effectuate the action.

NOW, THEREFORE, BE IT RESOLVED

Resolved that the Members hereby approve and authorize the following action:

SECTION 1 — AUTHORIZATION OF ACTION

The Members authorize the Company to undertake the action described above. The Members find that the action is advisable and in the best interest of the Company. This authorization includes, without limitation, the execution and delivery of any and all documents, instruments and agreements, the making of any filings, and the taking of all other acts necessary or convenient to consummate the action.

SECTION 2 — AUTHORITY TO EXECUTE DOCUMENTS

The Members hereby appoint and empower the following individual(s) to execute, acknowledge and deliver, on behalf of the Company, any documents and instruments necessary to effectuate the action authorized by this Resolution:

SECTION 3 — RATIFICATION

All prior acts taken by the officers, managers or agents of the Company that are within the scope of the authority conferred by this Resolution are hereby ratified and confirmed in all respects. The Members ratify and approve any documents executed and actions taken in furtherance of the authorized action prior to the adoption of this Resolution.

SECTION 4 — EFFECTIVE DATE

This Resolution shall become effective as of the Effective Date of Resolution set forth above, or upon the date of execution by the Members, whichever is later, unless a later effective date is specified below:

SECTION 5 — NOTICES

Notices required or permitted under this Resolution shall be in writing and delivered to the addresses of the Members set forth herein or to such other address as a Member may designate by written notice to the Company and the other Members.

SECTION 6 — MISCELLANEOUS

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the State of Formation of the Company without regard to conflict of law principles.

Entire Agreement: This Resolution constitutes the entire agreement of the Members with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Severability: If any provision of this Resolution is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Amendments and Waiver: This Resolution may be amended, modified or waived only by an instrument in writing signed by the Members holding the percentage interest required by the Company’s governing documents for such amendment, modification or waiver.

Counterparts: This Resolution may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Members of the Company and that said resolution is in full force and effect and has not been amended or rescinded as of the date below.

Member 1

Printed Name:

By:

Date:

Member 2

Printed Name:

By:

Date:

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What a Corporate Resolution of Members Is and When it’s Used

A Corporate Resolution of Members is a formal written record documenting actions authorized by the members of an LLC or similar membership-managed entity. It records collective decisions such as approving contracts, opening bank accounts, appointing officers, authorizing loans, or consenting to mergers and asset transfers. The resolution identifies the action taken, the member vote or consent method, the effective date, and any delegated authority. Properly executed resolutions support internal governance, satisfy third parties (banks, title companies), and provide documentary evidence for regulatory, tax, or audit purposes.

Why a Clear Resolution Matters for Governance and Third-Party Reliance

A written member resolution creates a transparent record of authority, reduces ambiguity about who may act on behalf of the company, and provides evidence for banks, insurers, and counterparties that a transaction was properly approved under the operating agreement and state law.

Why a Clear Resolution Matters for Governance and Third-Party Reliance

Who Typically Prepares and Relies on Member Resolutions

Member resolutions are prepared by entity managers, company secretaries, corporate counsel, or outside advisors when formal approval is required by the operating agreement, lenders, or third parties.

  • Banks and financial institutions requiring proof of member authorization to open accounts or sign loan documents.
  • Title companies and counterparties that need documented member approval for real estate or asset transfers.
  • Corporate officers, managers, and in-house counsel who must evidence compliance with internal governance rules.

Keep a signed original or reliable electronic copy with the company minute book and include the resolution in external transaction folders so parties can confirm authorization quickly.

Typical Signatories and Preparers

Preparing Attorney

A corporate or transactional attorney often drafts and reviews the resolution to ensure conformity with the operating agreement, state LLC statutes, and the documented vote or consent procedure; they may attach a certificate of good standing or legal opinion if requested.

Authorized Signer

An officer, manager, or designated member signs to certify the result of a members’ vote or written consent; the signer should include title and date and confirm they have the authority granted by members or the operating agreement.

Core Elements to Include in a Professional Resolution

A well-drafted resolution includes specific language so third parties can rely on it without additional inquiry. Each component clarifies who acted, what was approved, and the scope of delegated authority.

Title

A concise heading (e.g., "Resolution of Members of [Entity Name]") and the meeting or written-consent date to identify the action clearly.

Recitals

Background statements that explain the purpose of the resolution and reference governing authority in the operating agreement or bylaws.

Resolved Clauses

Specific, numbered operative clauses that authorize the transaction, set terms, and define limitations or conditions.

Delegation

Clear delegation language naming officers or agents authorized to execute documents, including any parameters or dollar limits.

Vote/Consent Record

Statement of how the resolution was approved (unanimous written consent, majority vote at a meeting), with signatures or attestation.

Certification

A signed certification by the corporate secretary or authorized officer confirming accuracy and authority, often dated and notarized where required.

Required Data Fields for a Complete Resolution

Entity Name: Exact legal name
Action Description: Brief, specific description
Effective Date: MM/DD/YYYY
Approving Members: Names and percentages
Authorized Parties: Names and titles
Certification: Signature and date

Step-by-Step: Creating and Approving a Member Resolution

Follow these sequential steps to prepare, approve, and document a resolution so it will be accepted by internal and external stakeholders.

  • 01
    Draft: Write precise operative clauses describing the action.
  • 02
    Review: Have counsel or secretary confirm conformity with the operating agreement.
  • 03
    Approve: Obtain required member vote or written consent and collect signatures.
  • 04
    File and Store: Place executed copy in minute book and supply copies to affected third parties.

Customizing an Online Resolution Workflow

Set up a digital workflow that enforces required fields, signer order, and authentication to produce an audit-ready executed document.

Field Configuration
Entity Name Field Required, autofill from template library
Signature Block Assign signer role and require signature + date
Notary Field Conditional display if notarization required
Audit Trail Enable IP, timestamp, and authentication logs

Where to Send or File an Executed Resolution

After execution, distribute copies to internal recordkeepers and external parties that will rely on the authorization.

  • Company Records: Minute book or secure electronic repository
  • Banks: Provide certified copy when opening accounts
  • Title/Closing Agent: Supply certified resolution for property transactions
  • Lenders/Counterparties: Attach to loan docs or contracts

Digital Signing and eSubmission Considerations

Use an eSignature workflow that captures signer identity, consent, and a tamper-evident audit trail to meet ESIGN and UETA standards.

  • Authentication: Email, SMS code, or stronger KBA
  • Audit Trail: IP, timestamps, and action logs
  • Document Format: PDF/A or final signed PDF

Where notarization is required, ensure the platform supports in-person or remote online notarization workflows and retains notarization records as required by state law.

Timing and When to Record the Resolution

Record the resolution contemporaneously with the approving action and provide executed copies promptly to parties that require proof of authorization.

Approval Date:

Enter MM/DD/YYYY; this is the operative date for authority

Delivery to Bank:

Provide certified copy when opening account or within bank's requested timeframe

Real Estate Closings:

Supply resolution at or before closing per title company request

Loan Documents:

Attach resolution before lender funding

Record Retention:

Place executed resolution in minute book immediately

Common Mistakes to Avoid

  • Using vague authority language that leaves banks or counterparties unable to rely on the document.
  • Failing to record the vote method (written consent versus meeting), which can create uncertainty about validity.
  • Mismatched entity name or signer title that delays verification with third parties.
  • Omitting notarization where state law or counterparty policy requires it, causing rejected submissions.

Risks and Consequences of an Incomplete or Incorrect Resolution

Contract Nullification: Third parties may refuse to recognize transactions
Bank Refusal: Accounts or signatures may be rejected
Liability Exposure: Unauthorized actions can create personal liability
Delays: Closings, funding, or filings can be postponed
Regulatory Risk: Noncompliance with statutes or regulatory rules
Recordkeeping Gaps: Loss of audit trail for future disputes

Real-World Examples of Member Resolutions

Two concise examples show how resolutions are used to authorize banking and real estate transactions.

Case Study 1

Optica Ventures approved opening a new operating account

  • Authorized CFO to sign checks up to $50,000
  • The certified resolution included signer contact info and was accepted by the bank without further documentation.

Case Study 2

Martin Properties authorized a property sale

  • Members delegated closing authority to a named manager
  • A notarized resolution and operating agreement excerpt satisfied the title company for closing.

Practical Tips for Accurate and Efficient Resolutions

Adopt consistent document controls and review steps to reduce friction with third parties and preserve evidentiary weight.

Use a Standard Template
Maintain a vetted template aligned with your operating agreement to reduce drafting variance and minimize legal review for routine authorizations.
Confirm Authority in Advance
Check the operating agreement and membership percentages before drafting so the resolution reflects the correct approval threshold and reduces risk of rejection.
Attach Supporting Docs
Include a meeting minute excerpt or written-consent statement and a copy of the operating agreement page that delegates the relevant authority.
Leverage Secure eSigning
Use an eSignature platform that preserves audit trails and supports notarization when required to speed turnaround while maintaining evidentiary value.

Common eSignature Vendors for Executing Resolutions (comparison)

Platforms vary by price model, enterprise features, and compliance. signNow is listed first per comparative format to show core distinctions.

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 Yes, 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

Frequently Asked Questions About Corporate Resolutions of Members

Answers to common questions about validity, signing, notarization, and retention for resolutions used by U.S. entities.


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