Who may sign a directors approval?

An authorized director or officer listed in the corporate bylaws or resolution may sign. Ensure signatories match corporate records and that delegated authority is documented in a separate resolution if applicable.

Is notarization required?

Notarization is generally not required for a directors approval form, but specific third parties or state filings may request notarization or a certificate of incumbency for additional assurance.

Can the form be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and retention requirements are met for legal validity.

What happens if names don’t match records?

Mismatched names can delay bank or counterparty acceptance and may require corrective affidavits, additional documentation, or re-execution with verified names.

How should the form be stored?

Store a signed PDF/A copy in the corporate minute book and secure digital archive with access controls and an immutable audit trail to support future verification or audits.

When is legal review recommended?

Obtain legal review when the approval affects capital structure, third-party rights, real estate, or when bylaws specify special voting thresholds or approval conditions.

Electronic Signature
Templates
Miscellaneous
Directors Approval Form

Directors Approval Form

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

DIRECTORS APPROVAL FORM

Company Name:

Meeting Details

Meeting Type: Regular Meeting Special Meeting Unanimous Written Consent

Meeting Date: Location:

Board Members Present / Voting Record:

WHEREAS

WHEREAS, the Board has been presented with and reviewed a proposed agreement identified as "" (the Agreement), the material terms of which were provided to each director; and

WHEREAS, the Agreement will permit the Company to , which the directors have determined is in the best interests of the Company; and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company to approve the Agreement and to authorize officers of the Company to take the steps necessary to carry out its terms.

SCOPE OF WORK

Scope of Work (describe services, deliverables, and milestones):

PAYMENT TERMS

Total Amount Authorized: Payment Schedule:

Late Payment Fee (if any): Payment Currency:

TERM AND TERMINATION

Term Start Date: Term End Date:

Notice Period for Termination: days prior written notice required for termination without cause.

The Board authorizes termination for cause upon material breach that remains uncured after written notice and a reasonable cure period as set forth above.

CONFIDENTIALITY

All non-public information exchanged in connection with the Agreement shall be treated as Confidential Information. The receiving party shall (i) use such information only for the purposes expressly permitted by the Agreement; (ii) restrict access to its employees and agents on a need-to-know basis; and (iii) not disclose such information to third parties except as required by law or with prior written consent.

Acknowledgement of Confidentiality Obligations: The Board acknowledges and approves the confidentiality provisions described above.

GOVERNING LAW

This approval and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles.

ENTIRE AGREEMENT

This Directors Approval Form, together with the Agreement and any exhibits referenced herein, constitutes the entire resolution of the Board with respect to the matters approved and supersedes any prior oral or written board approvals relating to the same subject matter.

BOARD RESOLUTION

RESOLVED, that the Company is authorized to enter into the Agreement identified above on the terms presented to the Board and to take all actions necessary or advisable to perform the Company’s obligations thereunder.

Authority Granted (describe specific authorizations to officers, signatories, and limits):

RESOLVED FURTHER, that all acts and deeds previously performed by the officers of the Company consistent with the foregoing are hereby ratified, confirmed and approved.

Effective Date of Resolution:

RESOLVED FURTHER, that the Corporate Secretary is instructed to insert this resolution into the minute book of the Company and to certify a copy upon request of the other party(ies) to the Agreement.

Name of Corporate Secretary Certifying This Resolution:

Company (Printed Name):

By:

Date:

Title:

Corporate Secretary (Printed Name):

By:

Date:

Title:

What the Directors Approval Form Is and When It’s Used

A Directors Approval Form is a written record of a board decision or corporate action adopted by a board of directors, often used when a formal meeting is not held or to document routine approvals. It records the action approved, the effective date, the board quorum or unanimous written consent, and the signatures of authorized officers or directors. Corporations use this document to evidence corporate authority for bank signatories, contract approvals, mergers, asset transfers, officer appointments, and filing items with state agencies. Properly completed, it becomes part of corporate minutes and permanent records.

Why a Clear Directors Approval Form Matters

A concise, properly executed Directors Approval Form provides legal proof of board authorization, reduces ambiguity for third parties, and helps satisfy corporate governance and recordkeeping requirements under state corporate law and internal bylaws.

Who Typically Prepares and Signs This Form

Keep names and titles consistent with corporate records to avoid discrepancies during audits or third-party reliance checks.

Corporate secretary or paralegal handling board records and minutes, ensuring accuracy and retention.
General counsel or outside corporate attorney reviewing corporate authority and legal language.
Board chair or designated director providing signature to confirm the adopted action.

Typical Document Owners and Signers

Corporate Secretary

A Corporate Secretary typically prepares the form, confirms quorum and vote results, and files the signed form with the corporate minute book. They ensure the form mirrors board minutes and that signatures match registered director names.

General Counsel

General Counsel reviews the approval language for legal sufficiency, confirms compliance with bylaws, and advises on whether additional filings (e.g., state amendments) or third-party consents are required before execution.

Step-by-Step: Completing a Directors Approval Form

Follow these steps to prepare, approve, and record a directors approval consistently and defensibly.

01

Draft the Resolution: Write clear resolution text and scope of authority.
02

Confirm Authority: Check bylaws and charter for required quorum or voting thresholds.
03

Obtain Signatures: Have required directors or officers sign and date the form.
04

Record and Store: File the signed form with corporate minutes and copies for stakeholders.

Typical Approval Workflow and Routing

A standard routing model ensures review, approval, authentication, and archival of the directors approval form.

Drafting: Legal or corporate secretary prepares the form.
Review: General counsel confirms legal sufficiency.
Signing: Directors or officers sign physically or electronically.
Archival: Signed copy stored in minute book and digital archive.

Digital Workflow Settings to Consider

Configure your digital workflow so signers follow the correct order and the form is stored with an audit trail.

Field	Configuration
Signers order	Directors first \| Secretary final
Authentication	Email or SMS code
Conditional fields	Show fields only when needed
Storage	PDF/A export to records

Technical and Integration Considerations for eSigning

Ensure the solution can export signed documents to your records system and produce an unalterable audit trail for compliance.

Integrations: Salesforce, NetSuite, Google Workspace
File formats: PDF, DOCX, PDF/A
Authentication: Email, SMS, or 2FA

Common eSignature Vendor Pricing and Feature Snapshot

Compare starting price, trial availability, bulk send, audit trail, and HIPAA support across common eSignature vendors. signNow is listed first per platform comparisons.

	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	No	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

Key Risks and Consequences of an Incorrect Form

Invalid Authorization: May void the corporate action

Regulatory Noncompliance: Triggers fines or corrective filings

Contractual Liability: Third parties may refuse performance

Tax Complications: Could affect deductions or reporting

Bank Rejection: Banks may demand additional evidence

Recordkeeping Gaps: Increases audit and litigation exposure

Common Preparation Mistakes to Avoid

Using inconsistent names or titles across corporate records, which leads to bank or counterparty rejections and additional verification steps.
Failing to confirm bylaws or charter requirements for quorum or special voting thresholds, which can render an approval ineffective.
Leaving resolution language vague or overly broad, causing downstream uncertainty about authority scope and contract enforcement.
Not retaining an auditable signed copy or failing to record the approval in the corporate minute book, creating gaps during audits or litigation.

Security and Compliance Considerations for Electronic Approvals

Encryption: TLS 1.2/1.3 in transit

Data at Rest: AES-256 encryption

Certifications: SOC 2 Type II available

HIPAA: BAA required for PHI

21 CFR Part 11: Supported for regulated records

Audit Trail: Detailed timestamps and IPs

Real-World Examples of Directors Approval Use

Two practical examples show how different organizations rely on a directors approval to document corporate actions and speed execution.

Martin Properties — Board Action

Tim Martin used a written directors approval to authorize property sale during off-cycle meetings

This ensured the buyer received clear authorization
The signed form was added to the minute book and provided to the title company to complete closing without re-calling the full board.

BIS — Vendor Contract

Dan Rotelli documented a one-time vendor contract approval via written consent

The form included delegated signing authority
Legal archived the signed document and finance updated vendor bank instructions to align with the approved resolution.

Timing and Deadlines to Watch When Using This Form

While many approvals take effect immediately upon signature, internal and external deadlines can affect notice, filing, and recordkeeping obligations.

Effective Date:

Specify MM/DD/YYYY; determines when authority begins

Notice Periods:

Follow bylaws for meeting notice requirements

Filing Windows:

File state amendments promptly when required

Retention Start:

Retention begins on execution date

Shareholder Communication:

Disclose approvals when bylaws or law require

Key Processing Milestones for a Directors Approval

Track milestones from draft to archival so each stage has clear ownership and timing.

01

Draft Resolution

Legal prepares precise approval text for review.

02

Board Review

Directors review text and confirm quorum or consent.

03

Execution

Authorized signers sign and date the form.

04

Recordkeeping

File signed form in minute book and digital archive.

Frequently Asked Questions About the Directors Approval Form

Answers to common questions about authority, execution, and electronic signatures when using a Directors Approval Form.

Need help? Contact support

Who may sign a directors approval?
An authorized director or officer listed in the corporate bylaws or resolution may sign. Ensure signatories match corporate records and that delegated authority is documented in a separate resolution if applicable.
Is notarization required?
Notarization is generally not required for a directors approval form, but specific third parties or state filings may request notarization or a certificate of incumbency for additional assurance.
Can the form be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and retention requirements are met for legal validity.
What happens if names don’t match records?
Mismatched names can delay bank or counterparty acceptance and may require corrective affidavits, additional documentation, or re-execution with verified names.
How should the form be stored?
Store a signed PDF/A copy in the corporate minute book and secure digital archive with access controls and an immutable audit trail to support future verification or audits.
When is legal review recommended?
Obtain legal review when the approval affects capital structure, third-party rights, real estate, or when bylaws specify special voting thresholds or approval conditions.

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