Is notarization required?

Not universally. Notarization depends on the document type and recipient. Real estate deeds often require notarization; corporate resolutions themselves rarely require notarization unless a third party or jurisdiction requests it.

Can the resolution be e-signed?

Yes, if the eSignature satisfies ESIGN (15 U.S.C. §7001) and applicable state law (UETA or ESRA) requirements. Use adequate authentication and retain an audit trail to demonstrate intent and attribution.

Who should be named as authorized users?

Name specific officers or agents by full legal name and title. Specify limits such as document types or monetary thresholds to reduce ambiguity and external challenge.

How do I correct an adopted resolution?

Adopt a corrective board resolution or amendment at a properly convened meeting and record amended minutes. The corporate secretary should certify the amendment and attach it to the original resolution.

How should sealed documents be stored?

Store originals in the minute book or a secure digital repository with access controls and a retention policy. Maintain an execution log showing when and by whom the seal was used.

How to revoke authorization?

Revoke by board action: pass a resolution rescinding authority, record minutes, notify affected third parties in writing, and update custody records for the seal.

Electronic Signature
Templates
Legal
Legal Common Seal Resolution

Legal Common Seal Resolution

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LEGAL COMMON SEAL RESOLUTION

The undersigned, being all of the directors of Company Name: (the "Company"), having its registered office at Registered Office: and incorporated under the laws of Jurisdiction: , do hereby adopt the following resolutions effective as of Meeting Date: .

Recitals

WHEREAS the board of directors considers it desirable and in the best interests of the Company to adopt and prescribe the use, custody and attestation procedures for the common seal of the Company (the "Common Seal");

WHEREAS the board wishes to designate the officer or officers authorized to affix the Common Seal to documents and to establish procedures for the attestation and certification of documents so sealed;

WHEREAS the board desires to confirm and, where appropriate, ratify all prior acts taken in respect of the use of the Common Seal.

NOW, THEREFORE, BE IT RESOLVED that the board of directors hereby adopts the following resolutions.

1. Adoption of Common Seal

The Company hereby adopts a Common Seal for the purpose of affixing the Company's corporate seal to instruments, certificates, contracts and other documents. The design and inscription of the Common Seal shall be as described: . The Common Seal shall constitute an official seal of the Company and may be used only in accordance with these resolutions.

2. Custody and Attestation

The Common Seal shall be kept in the custody of Seal Custodian: , whose title or office is Title/Office: . The Seal Custodian shall be responsible for the safekeeping of the Common Seal and for maintaining a log recording the affixation of the Common Seal to documents, including date, purpose and authorized signatories.

3. Authorized Use

The Common Seal may be affixed to a document only where the document is (a) required by law to be sealed, (b) an instrument of transfer, deed, conveyance, or other instrument of title, or (c) any document the board expressly authorizes. The following officers are authorized to attest the affixation of the Common Seal: . In addition, the board may, by separate resolution, authorize specific named persons to affix the Common Seal for particular transactions: Other Authorized Person: .

4. Affixation Procedure

The Common Seal shall be affixed only in the presence of at least one authorized officer who shall, at the time of affixation, sign opposite the affixed seal to attest the use. Each document to which the Common Seal is affixed shall bear a clear notation identifying the purpose for which the seal is used and the name and title of the attesting officer(s). Witness to affixation (if required): .

5. Certification and Copies

The Secretary or other authorized officer is authorized to certify copies of documents bearing the Common Seal and to provide certificates attesting that such copies are true and complete extracts of the original. Secretary for certification: . Any certification pursuant to this resolution shall state the authority under which it is issued.

6. Ratification

All acts done prior to the date of these resolutions by any officer or agent of the Company in connection with the use or custody of the Common Seal are hereby ratified and confirmed as the valid acts of the Company to the extent consistent with these resolutions.

7. Notices

All notices required or permitted by these resolutions shall be given in writing and delivered to the addresses set forth below. Notice Contact Name: . Notice Address:

8. Amendments and Waiver

These resolutions may be amended, varied or revoked by a resolution of the board of directors duly passed at a meeting of the board or by unanimous written consent of the directors. No waiver of any provision of these resolutions shall be effective unless in writing and signed by a majority of the board.

9. Counterparts

This resolution may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective for all purposes.

10. Governing Law; Entire Agreement; Severability

These resolutions shall be governed by and construed in accordance with the laws of Governing Jurisdiction: . These resolutions constitute the entire resolution of the board on the subject matter hereof and supersede all prior resolutions, whether written or oral. If any provision of these resolutions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Certification of Minutes

I hereby certify that the foregoing resolutions were duly passed by the board of directors of the Company at a meeting duly held on Meeting Date: and that such resolutions remain in full force and effect and have not been amended, modified or revoked.

Secretary Name: . Title: .

Chairman / Director:

Party Printed Name:

By:

Date:

Secretary:

Party Printed Name:

By:

Date:

What the Legal Common Seal Resolution Is

A Legal Common Seal Resolution is a corporate board resolution authorizing the use and custody of the company's common seal and specifying who may affix it to documents. It documents board approval for executing sealed instruments, identifies authorized officers or agents, sets conditions for seal use, and records the effective date. Corporations, nonprofit boards, and certain partnerships use this instrument to create an auditable governance record that ties the physical or electronic seal to a specific corporate act.

Why a Formal Resolution Matters

A written common seal resolution clarifies corporate authority, reduces disputes about validity, and creates a clear record for internal controls and external counterparties. It supports compliance with corporate bylaws and verifies that sealed documents were executed with board approval.

Who Typically Prepares and Signs This Resolution

Companies with a formal common seal or that require sealed instruments usually prepare the resolution through the board or corporate secretary.

Corporate boards and board secretaries responsible for governance and recordkeeping.
General counsel or outside counsel when legal review or drafting is required.
Authorized officers or agents who will be permitted to affix the common seal.

After adoption, the corporate secretary or designated officer maintains the resolution and enforces the seal-use procedures it establishes.

Typical Signatories and Their Roles

Board Chair

The Board Chair often proposes and moves the resolution at a meeting, then signs or certifies the minutes. Their involvement demonstrates formal board action and helps satisfy corporate recordkeeping standards.

Corporate Secretary

The Corporate Secretary typically drafts, records, and preserves the resolution. They also certify that the resolution was adopted and maintain custody of the corporate seal log and any related execution certificates.

Core Elements to Include in a Professional Resolution

A complete resolution identifies the corporate body, sets the effective date, names authorized users, describes permitted documents, and specifies custody and recordkeeping procedures to ensure enforceability.

Corporate Identity

Full legal name and state of incorporation; include the corporation's principal place of business to avoid ambiguity when counterparties verify authority.

Effective Date

Clear effective date for the resolution and any retroactive authorization; this determines when authorization begins and affects the validity of previously executed sealed documents.

Authorized Persons

Names and corporate titles of officers or agents permitted to affix the seal, plus any limits on authority such as transaction value caps or document types.

Permitted Documents

A non-exhaustive list of document types (deeds, contracts, certificates) that may be sealed, and conditions required before sealing, such as dual signatures or board approval thresholds.

Custody Rules

Where the seal is stored, who may access it, sign-out procedures, and required records to prove lawful use and chain of custody.

Certification Clause

Statement by the corporate secretary certifying adoption of the resolution and authorizing a signed certification copy for external parties.

Required Information to Record

Company Name: Full legal name

Incorporation State: State or jurisdiction

Resolution Date: MM/DD/YYYY

Authorized Officers: Names and titles

Seal Custody: Location and custodian

Certification: Secretary's signature

Step-by-Step: Adopting and Recording the Resolution

Follow this sequence to adopt, document, and operationalize the common seal resolution with clear evidence of board action.

01

Draft Resolution: Prepare wording and identify authorized signatories.
02

Board Meeting: Present, discuss, and vote to adopt the resolution.
03

Record Minutes: Enter adoption into the official minutes and attach the resolution.
04

Certify and Store: Secretary certifies the resolution and stores the original with the seal log.

Setting Up an Online Seal-Use Workflow

Configure your digital workflow to mirror the paper process: clear approvals, signer authentication, and an auditable record of each seal use.

Field	Configuration
Approval Chain	Define roles and sequential approvals
Authentication	Enable two-factor or KBA per document sensitivity
Audit Trail	Record IP, timestamp, and actions for each seal event
Document Storage	Automate secure archiving with retention tags

Where to File or Send the Certified Resolution

After adoption, distribute certified copies to internal custodians and external counterparties who require proof of authority.

Corporate Records: Original recorded with the corporate secretary or minute book.
External Parties: Provide certified copies to banks, registries, or counterparties on request.
Regulatory Filings: Attach to state filings when statutes require a seal certification.
Legal Counsel: Share with counsel for contract closings or escrow instructions.

Digital Execution and eSubmission Considerations

Ensure the eSignature platform supports authentication, a detailed audit trail, and secure archival before e-submitting sealed documents.

Authentication: Use MFA or KBA for high-assurance signers
Audit Trail: Capture IP, timestamp, and actions
Export Formats: Produce PDF/A with embedded audit metadata

Timing and Processing Expectations

Adoption and certification are typically immediate, but external acceptance or registration may take longer depending on the recipient and filing method.

Board Adoption:

Immediate upon a properly held vote

Certification Issuance:

Same day after minutes recorded

External Acceptance:

Varies: banks or registries may take days to verify

State Filings:

Processing depends on state office workloads

Record Archival:

Attach certified copy to the minute book promptly

Common Preparation Mistakes to Avoid

Leaving the resolution vague about who is authorized, causing disputes over valid seal applications and third-party reliance.
Failing to record board minutes or certify the resolution, which undermines external acceptance and title examiner verification.
Using inconsistent corporate names or abbreviations, producing mismatches with articles of incorporation and public records.
Relying on unverified electronic seals without strong signer authentication or an auditable, tamper-evident record.

Risks and Consequences of Errors

Contract Invalidity: May occur

Disputed Authority: Third parties may challenge

Regulatory Delay: Filing may be rejected

Financial Loss: Potential damages

Reputational Harm: Counterparty trust reduced

Compliance Failure: Recordkeeping gaps

Typical Use Cases from Practice

The resolution is used when a corporate seal is required by counterparties, local practice, or internal governance for specific transactions.

Property Closing

A board passes the resolution to permit sealing of a deed

Seal used alongside two officer signatures
Title company accepted the certified resolution, streamlining closing and clearing the chain of title for recording.

Certificate Issuance

Company authorizes the secretary to affix the seal on share certificates

Secretary applies seal per custody rules
Customers received sealed certificates with a certified board resolution attached, satisfying investor due diligence requirements.

eSignature Vendor Comparison for Executing Sealed Documents

Choose a platform that supports strong authentication, an auditable trail, secure archival, and HIPAA or industry-specific compliance where required.

	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 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
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions

Answers to common questions when preparing, executing, or relying on a Legal Common Seal Resolution.

Need help? Contact support

Is notarization required?
Not universally. Notarization depends on the document type and recipient. Real estate deeds often require notarization; corporate resolutions themselves rarely require notarization unless a third party or jurisdiction requests it.
Can the resolution be e-signed?
Yes, if the eSignature satisfies ESIGN (15 U.S.C. §7001) and applicable state law (UETA or ESRA) requirements. Use adequate authentication and retain an audit trail to demonstrate intent and attribution.
Who should be named as authorized users?
Name specific officers or agents by full legal name and title. Specify limits such as document types or monetary thresholds to reduce ambiguity and external challenge.
How do I correct an adopted resolution?
Adopt a corrective board resolution or amendment at a properly convened meeting and record amended minutes. The corporate secretary should certify the amendment and attach it to the original resolution.
How should sealed documents be stored?
Store originals in the minute book or a secure digital repository with access controls and a retention policy. Maintain an execution log showing when and by whom the seal was used.
How to revoke authorization?
Revoke by board action: pass a resolution rescinding authority, record minutes, notify affected third parties in writing, and update custody records for the seal.

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