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Legal ENS Resolution

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LEGAL ENS RESOLUTION

This Legal ENS Resolution (the "Resolution") is adopted as of by the Board of Directors (or equivalent governing body) of Company Name: , an entity formed under the laws of State of Organization: , with principal place of business at Address: .

RECITALS

WHEREAS, the Board has determined that the registration, management, and disposition of one or more ENS names (each an "ENS Name" and collectively the "ENS Names") are necessary or advisable to secure the Company's digital identifiers, intellectual property, and blockchain-related operations; and

WHEREAS, the Company currently holds or intends to obtain ENS Name(s) and related records as set forth below:

WHEREAS, the Board desires to delegate authority to designated officers or agents to interact with registration and resolution services, to execute instruments and transactions necessary to register, transfer, renew, modify, or assign ENS Names, and to take such other actions as may be required for the protection and administration of the ENS Names.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions and authorizations.

1. DEFINITIONS

For purposes of this Resolution, the following definitions apply: "Registrar" means any entity or smart contract service through which registration or transfer of ENS Names is effected; "Resolver" means any contract or service used to resolve ENS Names to records, including address, content, text, or other metadata records; "Authorized Agents" means the individuals or entities designated in Section 2 below.

2. AUTHORIZATION OF ACTIONS

The Board authorizes the Company, acting through the Authorized Agents, to take any and all actions in connection with the ENS Names, including without limitation:

(a) to register, renew, transfer, assign, encumber, or release any ENS Name; (b) to configure or change the Resolver and associated records (including address records, text records, content hashes, and ABI entries); (c) to delegate control or management of ENS Names to custodial or third-party service providers where necessary for operational purposes; and (d) to pay fees, execute agreements, and deliver instruments required by a Registrar or service provider to effectuate any of the foregoing.

Register or renew ENS Names
Transfer or assign ENS Names
Set or modify Resolver and records
Delegate management to third-party services
Pay fees and execute related instruments

3. DELEGATION OF AUTHORITY

The following individuals are designated as Authorized Agents, each acting individually and with full power and authority to carry out the actions authorized by this Resolution:

4. AUTHORITY TO EXECUTE DOCUMENTS

Each Authorized Agent is authorized, on behalf of the Company, to execute and deliver all instruments, agreements, receipts, acknowledgements, and other documents, and to take any other actions, including interacting with Registrar or Resolver interfaces and executing on-chain transactions, necessary or desirable to effectuate the matters authorized by this Resolution. The execution of any instrument or on-chain transaction by an Authorized Agent shall be conclusive evidence of the authority granted hereby.

5. RATIFICATION

All acts lawfully done or to be done by any Authorized Agent pursuant to the authority granted herein are hereby ratified and confirmed, and the officers of the Company are authorized to take any further action reasonably necessary to carry out the purposes of this Resolution.

6. INDEMNIFICATION AND EXPENSES

The Company shall indemnify and hold harmless any Authorized Agent from and against any and all claims, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with actions taken by such Authorized Agent in good faith under this Resolution. The foregoing indemnity does not extend to willful misconduct, gross negligence, or acts undertaken in bad faith.

7. NOTICE

All notices and communications required or permitted under this Resolution shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

8. AMENDMENTS; WAIVER

This Resolution may be amended or modified only by a written resolution approved by the Board. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party to be charged.

9. GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the State of Organization: , without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY

This Resolution constitutes the entire resolution of the Board with respect to the subject matter hereof and supersedes all prior resolutions regarding the ENS Names. If any provision of this Resolution is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

11. COUNTERPARTS AND ELECTRONIC EXECUTION

This Resolution may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means or by transmission of an image of a signed document shall be effective as original signatures for all purposes.

12. CERTIFICATION OF ADOPTION

I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors (or equivalent governing body) of the Company at a meeting duly called and held on the date set forth below, at which a quorum was present and acting throughout, and that the Resolution is in full force and effect.

Company:

By:

Date:

Authorized Representative:

By:

Date:

Enter text✕

What a Legal ENS Resolution Is and when it’s used

A Legal ENS Resolution is a formal corporate or organizational resolution that documents board or manager authorization for a named action related to an ENS (Ethereum Name Service) or other entity naming/identifier matter. It records the decision, identifies authorized signers, sets the effective date, and provides evidence of corporate authority for banks, registries, counterparties, or blockchain registrars. When executed and retained according to applicable rules, a signed resolution provides proof of corporate authorization, supports downstream filings, and helps demonstrate authority when combined with corporate records such as articles of incorporation or certificate of good standing.

Why a clear resolution matters for legal and operational certainty

A written Legal ENS Resolution creates a clear, auditable record of authorization that third parties, registrars, and service providers rely on to accept actions and transfers of digital identifiers.

Why a clear resolution matters for legal and operational certainty

Typical users and stakeholders for this resolution

Organizations adopt Legal ENS Resolutions when formal authorization is required by governance rules, registrar terms, or counterparties.

  • Board members and corporate officers who must document board decisions and delegate signature authority.
  • Legal and compliance teams that need an auditable record to verify authority for registrations or transfers.
  • Third parties (banks, registries, service providers) that require written proof of corporate action before completing requests.

Keep the resolution with corporate minutes and attach supporting corporate documents to reduce friction during verification.

Core elements to include in a professional Legal ENS Resolution

A concise but complete resolution reduces questions and speeds acceptance by registrars and counterparties; include purpose, authority, effective date, signer identity, and retention instructions.

Title

A precise title (for example, Legal ENS Resolution or Board Resolution Authorizing ENS Registration) that identifies the action and the governing entity.

Recitals

Brief background facts explaining why the board is acting, including references to governing documents, contracts, or registrar requirements that trigger the resolution.

Resolved Action

A clear, unambiguous statement of the authority granted — e.g., to register, transfer, assign, or manage a specified ENS name and related keys.

Authorized Parties

Full names and titles of the persons authorized to sign, execute, or file documents on behalf of the entity, plus signature blocks and dates.

Limits

Any monetary, temporal, or scope limits on the authority (for example, delegate authority only for specified names or for a fixed period).

Recordkeeping

Instructions for retention, attachment of corporate minutes, and the location of original signed copies to support future verification requests.

Step-by-step: prepare, sign, and store the resolution

A short, ordered process helps ensure compliance and an auditable trail from authorization to storage.

  • 01
    Prepare: Draft resolution language tied to the corporate record and registrar requirements.
  • 02
    Approve: Obtain board or manager approval consistent with governing documents.
  • 03
    Sign: Execute with authorized signatures; notarize if required by third parties.
  • 04
    Retain: File originals with corporate minutes and preserve an electronic copy with access logs.

Typical digital workflow settings for e-execution

When completing online, configure signer order, authentication, and attachments to match legal and registrar requirements.

Field Configuration
Signer Order Sequential or parallel based on governance needs
Authentication Email plus SMS or KBA for stronger identity confirmation
Attachments Require corporate documents before finalizing signature
Audit Trail Enable detailed logs with timestamps and IP addresses

Where to send or file the executed resolution

Different recipients have distinct expectations; route copies as required and retain a signed original in corporate records.

  • Corporate Records: Place the original in the corporate minute book or records repository.
  • Registrar: Submit a certified copy to the ENS registrar if requested for name control.
  • Counterparties: Provide signed copies to banks or service providers that require written proof of authority.
  • Legal Counsel: Send a copy to in-house or outside counsel for retention and future review.

Digital signing and e-submission checklist

Confirm platform features and authentication meet legal and third-party requirements before e-signing the resolution.

  • Document Formats: PDF or DOCX preferred
  • Authentication Options: Email, SMS, KBA, or SSO
  • Audit Evidence: Timestamp, IP, and certificate

Use a platform that supports export to standard formats and provides a tamper-evident audit trail; preserve the signed record alongside board minutes and other corporate documents.

Common timing checkpoints and deadlines

Track meeting dates, effective date, filing or registrar deadlines, and retention milestones to avoid procedural defects.

Board Meeting Date:

Date the resolution was adopted and minutes approved

Effective Date:

The date authority begins (use MM/DD/YYYY format)

Registrar Submission:

When a registrar requires certified copies for action

Record Filing:

File related corporate filings within state-mandated windows

Retention Start:

Begin retention clock on effective or execution date

Common mistakes to avoid when preparing the resolution

  • Using informal or abbreviated names that do not match formation documents, which often leads to verification failures and delays.
  • Granting broad or undefined authority (for example, 'any and all acts') without clear scope, causing downstream disputes over limits.
  • Failing to attach required corporate records, such as certified articles, bylaws, or meeting minutes, which third parties commonly request.
  • Assuming an electronic signature alone is sufficient without meeting consumer-disclosure or authentication requirements for specific registrars or counterparties.

Consequences of an incomplete or incorrect resolution

Invalid Acceptance: Registrar or bank may refuse the request
Delay Costs: Processing delays and additional fees
Liability Exposure: Unauthorized actions may trigger corporate liability
Tax Effects: Mischaracterized transactions can affect reporting
Regulatory Risk: Noncompliance with sector rules like HIPAA
Evidence Gaps: Poor retention undermines future enforcement

eSignature vendor comparison for executing a Legal ENS Resolution

Common eSignature vendors differ by price model, HIPAA support, bulk-send features, and envelope limits; signNow appears first for comparison purposes.

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 Varies Varies Varies

Who typically signs and why

Corporate Secretary

The corporate secretary commonly attests to the corporate records and signs as custodian of minutes; their signature confirms that the resolution appears in the official record and may be required by third parties.

Authorized Officer

An officer (CEO, CFO, or other designated signatory) executes the action authorized by the resolution; listing title and contact information supports verification by registrars and counterparties.

Real-world examples of resolution use

Two concise examples show how a Legal ENS Resolution functions in practice across different organizations.

Optica Ventures

A venture firm adopted a resolution to authorize an officer to register a corporate ENS name

  • The firm required notarized signature and attached board minutes
  • The certified copy resolved registrar questions and enabled account recovery for the organization.

Fertility Centers

A healthcare provider used a resolution to delegate management of a digital identifier to its IT director

  • The document specified HIPAA-related restrictions
  • Attaching a BAA and retention instructions ensured compliance with institutional policy.

Practical tips for accurate and efficient completion

Small process choices reduce delays and improve acceptance by third parties and registrars.

Use exact entity names
Match the legal name to formation documents and avoid abbreviations; include the entity type (Inc., LLC) to prevent verification mismatches.
Specify scope and limits
Define the exact actions permitted, time limits, and any approval thresholds to prevent overbroad authority and disputes.
Attach supporting records
Include certified articles, bylaws, meeting minutes, and certificates of good standing when registrars or banks request proof.
Preserve the audit trail
If signing electronically, enable full audit logs, maintain tamper-evident PDFs, and store originals with corporate minutes.

FAQs and troubleshooting for common execution issues

Answers to frequent questions about signatures, notarization, and evidence that help prevent acceptance problems.


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