Do resolutions need notarization?

Generally no; corporate resolutions are internal records and do not require notarization for validity. However, third parties such as banks, title companies, or registries may request notarized or certified copies to accept an instrument, so verify the recipient’s requirements in advance.

Can an electronic signature be used?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws. Ensure the eSignature method captures intent, attribution, and an auditable record to support reliance by third parties.

Who should sign the certification?

The corporate secretary or another officer authorized by bylaws typically signs the certification. The certifying officer attests that the resolution was adopted and that the copy matches the minute book, which increases third-party acceptance.

How long should signed resolutions be retained?

Keep adopted resolutions with the corporate minute book for the life of the corporation; retain for at least three years after the action and longer where federal or industry rules apply, for example IRS or HIPAA retention requirements.

How do you provide a certified copy?

A certified copy is a printed copy with a secretary’s or officer’s signed certification that it is a true copy of the minutes or resolution. Some recipients may also require notarization or an apostille depending on jurisdiction.

How can a resolution be revoked or amended?

A later board resolution or minutes adopting a contrary action can revoke or amend a prior resolution. Document the revocation or amendment in minutes with the same certification formality as the original action.

Electronic Signature
Templates
Legal
Corporate Resolutions Template

Corporate Resolutions Template

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

CORPORATE RESOLUTIONS

Company Name: Company Jurisdiction:

Principal Office:

The undersigned, being the duly elected and acting Secretary of the corporation named above, hereby certifies that a meeting of the Board of Directors of the Company was duly held at on , at which a quorum was present and acting throughout, and that the following resolutions were adopted in accordance with applicable law and the Company’s bylaws.

RECITALS

WHEREAS, the Board has considered the terms and conditions of the matters presented to the Board, including the risks, benefits and alternatives described in the materials presented at the meeting and recorded in the corporate minutes; and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company to authorize certain corporate actions described below, including entering into agreements, opening accounts, appointing officers, and taking related actions necessary to effectuate such matters; and

WHEREAS, the Board desires to set forth the resolutions authorizing such actions and to confirm the authority of identified officers and agents to act on behalf of the Company.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby adopts the following resolutions.

1. RESOLUTIONS ADOPTED

The Board hereby authorizes and approves the following actions (check applicable boxes and complete details):

Authorize the negotiation, execution, delivery and performance of agreements, instruments and documents described below:

Authorize opening, maintaining and closing bank and custodial accounts on behalf of the Company and designation of signatories:

Bank Name and Branch Authorized Signatories

Authorize issuance, transfer, or repurchase of equity securities on terms described below:

Number and Class of Shares Consideration/Terms

Appoint or confirm officers and their authority as set forth below:

Officer Name and Title Officer Authority

Other corporate action(s) described below:

2. AUTHORIZATION AND DELEGATION

Resolved, that , in the capacity of , is authorized and empowered, for and on behalf of the Company, to negotiate, execute, deliver and perform any and all documents, instruments and certificates and to take any and all actions as such officer deems necessary or desirable to effectuate the foregoing resolutions, and to do all things and execute all documents as may be required to implement these resolutions, such determination to be conclusive evidence of the authority granted hereby.

3. RATIFICATION

Resolved, that all acts and deeds previously performed by the officers or agents of the Company in furtherance of the actions contemplated by these resolutions are hereby ratified, confirmed and approved in all respects as the valid acts and deeds of the Company.

4. EFFECTIVE DATE

These resolutions shall be effective as of the date adopted by the Board set forth above, unless a different effective date is specified below:

5. NOTICES

All notices required or permitted under these resolutions shall be given in writing and shall be delivered to the Company at the address set forth below or to such other address as the Company may designate in writing:

Notice Address

6. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of these resolutions shall be valid or effective unless in writing and approved by the Board of Directors or the requisite committee thereof. No failure or delay by the Company in exercising any right under these resolutions shall operate as a waiver of such right.

7. GOVERNING LAW

These resolutions shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

8. ENTIRE AGREEMENT

These resolutions constitute the entire determination and action of the Board with respect to the matters addressed herein and supersede any prior resolutions, authorizations or actions to the extent inconsistent herewith.

9. SEVERABILITY

If any provision of these resolutions is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed to carry out the parties’ intent.

10. 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. Facsimile or electronic signatures shall be deemed original for all purposes.

CERTIFICATION OF SECRETARY

I certify that I am the duly elected and acting Secretary of the Company; 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 law and the bylaws of the Company on the date set forth above; that such resolutions are in full force and effect and have not been amended or rescinded as of the date of this certification; and that the actions taken pursuant thereto are hereby authorized and ratified.

Secretary Name Secretary Title Secretary Certification Date

Company Representative:

By:

Date:

Authorized Officer:

By:

Date:

What the Corporate Resolutions Template Is

A Corporate Resolutions Template is a formal, reusable document that records board or committee actions authorizing corporate activities. It typically includes the corporation’s legal name, meeting date, recitals, operative 'resolved' clauses, vote results, and a certification by the corporate secretary. The template standardizes how decisions are documented so third parties such as banks, title companies, or contracting partners can verify authority. Properly completed resolutions support internal governance, evidence corporate intent, and reduce disputes about who had signing authority at the time of a transaction.

Why a Standardized Resolution Template Matters

Using a consistent Corporate Resolutions Template reduces ambiguity about authority, provides an auditable record for third parties, and helps satisfy internal governance and external compliance requirements without producing unnecessary legal complexity.

Who Typically Prepares and Uses These Resolutions

Typical users include boards of directors, corporate officers, and corporate counsel preparing or approving formal corporate actions.

Board members who vote on mergers, officer appointments, and major transactions and need an official, recorded action.
Corporate officers needing delegated authority for bank accounts, contracts, or signature authority validated by the board.
Corporate counsel and company secretaries who draft, certify, and maintain minute books and certified resolutions.

Templates help these groups record decisions efficiently, reduce review cycles, and produce certified copies for banks, title companies, and regulators.

Step-by-Step: Prepare, Approve, and Record a Resolution

Follow these steps to prepare, approve, and record a Corporate Resolutions Template so the action is enforceable and available for third-party reliance.

01

Confirm Authority: Verify bylaws and charter authorize the proposed action.
02

Draft Resolution: Write clear resolved clauses and number each item.
03

Approve at Meeting: Record motion, vote tally, and quorum in minutes.
04

Certify & Store: Secretary signs, dates, and files signed copy in minute book.

Core Parts of a Professional Corporate Resolution

A complete Corporate Resolutions Template groups recitals, operative clauses, vote records, and certification so actions are clear, provable, and suitable for external reliance.

Heading

Identify the entity with its exact legal name, state of incorporation, and resolution identifier; note meeting type and date for accurate corporate records and third-party verification.

Recitals

Concise recitals explain background facts and cite bylaw or statutory authority when relevant; clear recitals reduce ambiguity about why the board acted.

Resolved Clauses

Set each operative decision as a discrete resolved clause specifying authority granted, limits, and any delegations to officers or agents for execution purposes.

Vote Record

State the motion, exact vote tally (for/against/abstain), and confirm a quorum existed; include participant names or positions if bylaws require identification.

Certification

A certification signed by the corporate secretary or authorized officer attests that the resolution was duly adopted and that the minutes accurately reflect the action taken.

Effective Date

Specify when the resolution takes effect, whether it ties to a filing or closing, and any expiration or sunset conditions limiting authority.

Security and Compliance Considerations

Encryption: TLS 1.2 and TLS 1.3 used

Data at Rest: AES-256 encryption applied

Audit Trail: Detailed timestamp and IP logs

HIPAA: BAA required for protected health information

ESIGN / UETA: Compliant with U.S. e-signature laws

Certifications: SOC 2 Type II and ISO 27001 available

Risks When a Resolution Is Incorrect or Missing

Invalid Authority: Third parties may refuse transactions

Bank Rejection: Account openings or changes delayed

Contract Disputes: Signature challenges may create litigation

Regulatory Risk: Noncompliance can trigger scrutiny

Tax Exposure: Incorrect records complicate audits

Lost Priority: Delay can affect real estate closings

Common Preparation Errors to Avoid

Using an informal or abbreviated entity name that does not match incorporation documents and causes third-party rejection.
Failing to document quorum and vote counts, leaving the resolution vulnerable to challenge during disputes or audits.
Omitting a clear certification block signed by a corporate officer or secretary, which prevents reliable proof of adoption.
Delegating vague authority without monetary limits or expiration, increasing risk of unauthorized commitments.

Typical Digital Workflow for Completing a Resolution

A basic online workflow streamlines drafting, authorizing, and storing corporate resolutions while preserving an audit trail for review and compliance.

Upload Template: Import PDF or DOCX version of the resolution template.
Place Fields: Add signature, date, and text fields for required inputs.
Invite Signers: Send to authorized officers using specified signer order.
Capture Audit Trail: Save signed PDF and event log for the minute book.

Recommended eSignature Workflow Settings

Configure the signing flow to match corporate approval processes and retention policies for legal reliability.

Field	Configuration
Template Name	Corporate Resolution Template
Signer Order	Single signer or sequential signers as required
Authentication	Email link with optional SMS code or ID check
Retention	Store signed PDF and audit trail for minimum retention

Platform and File Requirements

Use a platform that supports PDF or DOCX templates, audit trails, and configurable signer authentication.

Integrations: Salesforce, NetSuite, Microsoft 365
File Types: PDF and DOCX formats supported
Authentication: Email, SMS code, or ID verification

Timing and Process Expectations

Corporate resolutions have no universal statutory filing deadline, but timely documentation and certification are important for transactions and audits.

Notice Period:

Follow bylaws for meeting notice; timing varies by entity.

Effective Date:

Specify MM/DD/YYYY when the authority begins.

Bank Submission:

Provide certified copy when opening or changing accounts.

Real Estate Closings:

Deliver certified resolution as required by title companies.

Minutes Filing:

Attach adopted resolution to corporate minute book promptly.

Representative Examples from Real Organizations

These examples illustrate how organizations speed approvals and preserve compliance when executing corporate resolutions electronically.

Optica Ventures

Optica standardized templates to streamline internal approvals and reduce turnaround times.

The team automated sign routing for officers.
Brian Fitzgibbons, COO, reports the interface is simple and easy for both staff and external signers, improving execution efficiency.

Fertility Centers of Illinois

The organization adopted electronic certification to ensure prompt third-party reliance.

They integrated with back-office systems for archiving.
John Butler, Founder, praised responsiveness and the API for meeting integration and compliance needs.

Representative eSignature Pricing and Feature Comparison

Compare common plan and capability items across vendors; signNow is listed first per platform conventions and provided pricing reflects annual billing where available.

	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, no credit card	Varies by offering	Varies by offering	Limited trial options	Limited trial options
Bulk Send	Available (Premium tier)	Available on some plans	Available	Available	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Contact vendor for BAA	Contact vendor for BAA	Contact vendor for BAA	Contact vendor for BAA
Envelope Cap	No envelope cap	100 envelopes/user/year limit	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Corporate Resolutions

Answers to common questions about execution, notarization, electronic signatures, retention, and revocation of corporate resolutions.

Need help? Contact support

Do resolutions need notarization?
Generally no; corporate resolutions are internal records and do not require notarization for validity. However, third parties such as banks, title companies, or registries may request notarized or certified copies to accept an instrument, so verify the recipient’s requirements in advance.
Can an electronic signature be used?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws. Ensure the eSignature method captures intent, attribution, and an auditable record to support reliance by third parties.
Who should sign the certification?
The corporate secretary or another officer authorized by bylaws typically signs the certification. The certifying officer attests that the resolution was adopted and that the copy matches the minute book, which increases third-party acceptance.
How long should signed resolutions be retained?
Keep adopted resolutions with the corporate minute book for the life of the corporation; retain for at least three years after the action and longer where federal or industry rules apply, for example IRS or HIPAA retention requirements.
How do you provide a certified copy?
A certified copy is a printed copy with a secretary’s or officer’s signed certification that it is a true copy of the minutes or resolution. Some recipients may also require notarization or an apostille depending on jurisdiction.
How can a resolution be revoked or amended?
A later board resolution or minutes adopting a contrary action can revoke or amend a prior resolution. Document the revocation or amendment in minutes with the same certification formality as the original action.

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