Can a General Resolution be signed electronically?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable for corporate resolutions unless a specific exception applies. Confirm state notary or witness requirements and any consumer disclosure obligations before e-signing.

When is notarization required by state?

Notarization depends on the document’s purpose and state law. Many states require notary acknowledgement for deeds and some corporate filings; witness counts and RON acceptance differ by state. Verify local requirements with the secretary of state or notary commission before execution to avoid rejection.

Who may sign on behalf of the company?

Persons authorized under the corporate bylaws, operating agreement, or prior board resolutions may sign. Identify signers by name and title on the form. Banks and third parties may require a certified secretary’s certificate or a copy of board minutes verifying authority.

How do I update or revoke a resolution?

Adopt a subsequent board resolution that explicitly amends or revokes the prior resolution, include effective date, and circulate certified copies. Record the action in meeting minutes. For third parties, send notice and certified extracts to update banking or contractual records.

What are common mistakes to avoid?

Common errors include vague delegation language, mismatched signer names, failure to notarize when required, and not recording the resolution in corporate minutes. Each mistake can delay transactions, cause bank rejection, or expose the organization to liability.

Can resolutions be stored electronically long-term?

Yes. Maintain readable electronic copies with secure storage, audit logs, and backup. Ensure retention meets federal and industry rules (for example, IRS three-year minimum and HIPAA six-year rules) and that electronic records are reproducible for audits or legal proceedings.

Electronic Signature
Templates
Legal
General Resolution Form

General Resolution Form

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

GENERAL RESOLUTION FORM

The undersigned hereby adopt the following resolution on behalf of the Entity. Company Name: State of Incorporation:

Company Address: Meeting Date: Meeting Type:

RECITALS

WHEREAS, the Board of Directors of the Company duly convened a meeting in accordance with the bylaws and applicable law, at which a quorum was present and acting throughout; and

WHEREAS, the Board has determined that it is in the best interests of the Company to authorize and approve the actions described herein pursuant to the powers vested in the Board by the governing instruments of the Company; and

WHEREAS, the Board has reviewed the terms and conditions of the proposed matters presented to it and has had the opportunity to ask questions and obtain necessary information to make an informed determination.

NOW, THEREFORE, BE IT RESOLVED

Adoption of Resolution. Resolved, that the form, content and substance of the matters presented to the Board as described in the recitals and the attached exhibit(s) are approved and adopted in all respects, and the officers of the Company are authorized and directed to take all actions necessary or appropriate to implement the foregoing.
Specific Authorization. Resolved, that the Board hereby authorizes and empowers the following action(s) (set forth details below):
Designation of Authorized Persons. Resolved, that the following individual(s) of the Company are hereby designated and authorized, on behalf of the Company, to execute, deliver and perform all documents, instruments and certificates and to do all acts necessary or desirable to carry out the purposes of these resolutions:
Name: Title:
Effective Date and Term. Resolved, that these resolutions shall be effective as of the Effective Date specified below and shall remain in full force and effect until amended or rescinded by the Board. Effective Date:
Ratification. Resolved, that all acts and decisions taken by the officers or agents of the Company prior to the date hereof in connection with the matters authorized by these resolutions are hereby ratified, confirmed and approved in all respects.
Minutes. Resolved, that the Secretary of the Company is instructed to insert a true copy of these resolutions into the minute book of the Company and to certify the same upon request.

NOTICES

Notice given under or in connection with these resolutions shall be in writing and delivered to the following addresses:

Notices to Company Notices to Authorized Person

MISCELLANEOUS

Governing Law: These resolutions shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the Company without regard to conflict of laws principles.

Entire Agreement: These resolutions constitute the entire resolutions and understanding of the Board with respect to the matters contained herein and supersede all prior resolutions and understandings, whether written or oral, relating to such matters.

Severability: If any provision of these resolutions is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

Amendments; Waiver: Any amendment or waiver of any provision of these resolutions shall be in writing and approved by the Board. No waiver by any party of any breach shall be deemed a waiver of any other or subsequent breach.

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.

CERTIFICATION

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company, that a quorum was present at the meeting at which such resolutions were adopted, and that the resolutions are in full force and effect as of the Effective Date.

Name of Certifying Officer Title of Certifying Officer Additional Notes

Company Representative:

By:

Date:

Officer / Director:

By:

Date:

What a General Resolution Form Is and Why It Matters

General Resolution Form is a corporate governance document used by boards, committees, and authorized officers to record formal decisions, delegate authority, or authorize specific transactions on behalf of an organization. It typically identifies the resolution text, the effective date, the parties empowered, and any limits on authority such as dollar thresholds or term duration. General resolutions are used by corporations, LLCs, and nonprofit boards to create an auditable record that supports internal controls, third-party reliance, banking transactions, and filings. The form can be executed on paper or electronically where permitted by ESIGN and applicable state law.

Why a Clear Resolution Improves Governance

Provides a clear, legally defensible record of board or officer action, reduces ambiguity about who may bind the organization, and establishes evidence for banks, auditors, and regulators. Well-drafted resolutions streamline approvals and reduce operational friction across departments.

Who Typically Prepares or Signs This Form

Common users include corporate secretaries, board members, general counsel, and authorized officers who approve corporate actions.

Board of Directors — approves strategic actions, delegations, and governance policies.
Corporate Secretary — prepares minutes, certifies resolutions, and maintains the corporate record.
Banking Officers — use resolutions to open accounts, authorize signatories, and approve loans.

Nonprofit boards, LLC managers, and committees also use general resolutions for routine approvals and documented delegations.

Core Sections to Include for Clarity and Enforceability

Essential clauses and structural elements help the General Resolution Form convey authority, scope, and procedural steps while minimizing disputes and operational delays.

Resolution Text

State the precise action being authorized, including any limits, effective date, and specific authority granted. Avoid vague language; include measurable thresholds and references to underlying transaction documents where applicable.

Authority

Identify the legal basis for delegation (bylaws, board resolution) and cite any corporate documents authorizing the designees. Specify any required follow-up approvals or reporting obligations.

Limitations

Include explicit monetary limits, time bounds, and geographic scope. State whether authority is transferable and whether multiple signatories are required for certain transactions or contract types.

Effective Period

Specify exact start and end dates or conditions for termination. Note any earlier revocation provisions and procedures to notify third parties and financial institutions promptly.

Notarization

State whether notarization or witness signatures are required, and include instructions for remote online notarization if the jurisdiction allows RON procedures and retention of notarial recording.

Recordkeeping

Direct the corporate secretary or records officer to file the resolution in the minute book, retain executed copies, and provide certified extracts to banks or counterparties upon request.

Step-by-Step: From Draft to Filed Resolution

Follow these steps to complete and execute a General Resolution Form accurately and in compliance with applicable laws.

01

Prepare: Draft resolution language clearly and include effective date.
02

Identify Signers: List authorized officers and their titles for signature.
03

Authenticate: Notarize or witness if required by state rules.
04

Record: File in corporate minutes and provide copies to banks.

Setting Up a Digital Approval Workflow

Configure an electronic workflow to collect approvals, apply conditional fields, and maintain an audit trail for the General Resolution Form.

Field	Configuration
Signer Authentication	Email link or SMS code for identity
Conditional Approval	Show extra fields when amount exceeds threshold
Audit Trail	Capture IP, timestamp, and actions
Document Retention	Automatic archival after execution

Typical Electronic Signing Flow

Typical electronic signing flow for a General Resolution Form from upload to certificate of completion.

Upload: Sender uploads PDF or DOCX
Prepare: Place signature, date, and text fields
Authenticate: Choose email link, SMS code, or KBA
Complete: Signer signs, system issues audit certificate

Technical Requirements for eSubmission

Use an eSignature platform that supports PDF, Word, mobile signing, and tamper-evident audit trails for the General Resolution Form.

File Formats: PDF, DOCX, and HTML supported
Integrations: Salesforce, NetSuite, Microsoft 365
Authentication: Email, SMS, or advanced MFA

Key Security and Compliance Elements to Verify

Encryption: AES-256 encryption at rest

In-transit: TLS 1.2 and 1.3 in transit

Audit Trail: IP, timestamps, action log

Access Controls: Role-based permissions and MFA

Compliance: SOC 2 Type II, ISO 27001

BAA Availability: HIPAA BAA offered on request

Risks and Negative Outcomes of Errors

Bank Delays: Account openings delayed

Unauthorized Acts: Liability and restitution claims

Regulatory Scrutiny: Inconsistent records invite audits

Invalid Authority: Contracts may be unenforceable

Notary Noncompliance: Invalid notarizations risk rejection

Recordkeeping Failures: Loss of evidence for disputes

Common Preparation Mistakes to Avoid

Using informal or vague language that fails to specify limits, effective dates, or required co-signatures, creating disputes about authority.
Failing to verify signatory authority or using outdated titles leads banks and counterparties to refuse transactions or ask for re-execution.
Omitting notarization or witness steps required by state law, especially for deeds or power delegations, risks invalidation in some jurisdictions.
Not retaining executed originals or certified copies, which complicates audits, banking verification, and legal disputes where certified extracts are requested.

Important Dates and Timing Considerations

Key dates and deadlines for executing and submitting General Resolution Forms depend on transaction timing and any third‑party requirements.

Effective Date:

Enter MM/DD/YYYY format on the form

Bank Submissions:

Provide certified copy when bank requests

Notary Timing:

Notarize before submitting to third parties

Record in Minutes:

Record resolution at next board meeting

Retention Start:

Retention begins on execution date

eSignature Plan Comparison for Document Execution

Price and feature comparison for common eSignature plan criteria; signNow appears first as the reference column.

	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
Envelope Cap	No cap	100 envelopes/user/year	Verify with vendor	Verify with vendor	Verify with vendor

FAQs and Troubleshooting for General Resolution Forms

Frequently asked questions and troubleshooting guidance for filling, signing, and validating General Resolution Forms, including notarization and recordkeeping concerns.

Need help? Contact support

Can a General Resolution be signed electronically?
Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable for corporate resolutions unless a specific exception applies. Confirm state notary or witness requirements and any consumer disclosure obligations before e-signing.
When is notarization required by state?
Notarization depends on the document’s purpose and state law. Many states require notary acknowledgement for deeds and some corporate filings; witness counts and RON acceptance differ by state. Verify local requirements with the secretary of state or notary commission before execution to avoid rejection.
Who may sign on behalf of the company?
Persons authorized under the corporate bylaws, operating agreement, or prior board resolutions may sign. Identify signers by name and title on the form. Banks and third parties may require a certified secretary’s certificate or a copy of board minutes verifying authority.
How do I update or revoke a resolution?
Adopt a subsequent board resolution that explicitly amends or revokes the prior resolution, include effective date, and circulate certified copies. Record the action in meeting minutes. For third parties, send notice and certified extracts to update banking or contractual records.
What are common mistakes to avoid?
Common errors include vague delegation language, mismatched signer names, failure to notarize when required, and not recording the resolution in corporate minutes. Each mistake can delay transactions, cause bank rejection, or expose the organization to liability.
Can resolutions be stored electronically long-term?
Yes. Maintain readable electronic copies with secure storage, audit logs, and backup. Ensure retention meets federal and industry rules (for example, IRS three-year minimum and HIPAA six-year rules) and that electronic records are reproducible for audits or legal proceedings.

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