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Legal Entity Resolution Form

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LEGAL ENTITY RESOLUTION

This Legal Entity Resolution (the "Resolution") is adopted by the Board of Directors or Members of Entity Name: , a formed in State of Formation: (Entity Type: ) with principal office at Address: was duly convened in accordance with the governing documents on Date: Month Day , Year .

RECITALS

WHEREAS, the Board of Directors or Members of the entity identified above has the authority under the entity's articles of organization, articles of incorporation, operating agreement or bylaws to authorize officers and agents to act on behalf of the entity; and

WHEREAS, it is necessary and desirable for the proper conduct of the entity's business that certain persons be designated and empowered to execute documents, open accounts, and take other administrative and financial actions on behalf of the entity; and

WHEREAS, the Board has determined that the actions and delegations described in this Resolution are in the best interests of the entity and are consistent with the entity's governing documents and applicable law.

NOW THEREFORE BE IT RESOLVED

  1. 1. Authority. The Board hereby affirms that pursuant to the entity's governing documents and applicable law, the board has the authority to adopt this Resolution and to delegate such powers as set forth herein. Reference to governing instrument section:
  2. 2. Appointment of Authorized Persons. The following individuals are appointed and authorized to act on behalf of the entity in the capacities indicated and with the scope set forth below:
  3. 3. Specific Powers Granted. Each Authorized Person is empowered, without further action by the Board, to:
    • Execute, deliver and perform agreements, certificates, instruments, deeds and other documents on behalf of the entity, including but not limited to commercial contracts, leases and grant documents;
    • Open, maintain and close banking, brokerage and other financial accounts in the name of the entity, and endorse and negotiate checks and other instruments. Bank or financial institution name:
    • Authorize payment and transfer of funds up to an amount of: per transaction, unless a separate board resolution provides otherwise;
    • Engage and terminate agents, advisors and service providers as necessary for the conduct of the entity's business.
  4. 4. Ratification. All prior acts, agreements, and instruments executed by any officer, director, manager or agent of the entity on behalf of the entity that are within the authority granted herein are ratified, confirmed and approved in all respects.
  5. 5. Limitations. This Resolution does not authorize any action that would cause a breach of fiduciary duty, violate law, or exceed the express limitations set forth in the entity's governing documents unless expressly provided herein. Any delegation under this Resolution shall be exercised in accordance with the entity's policies and applicable law.
  6. 6. Effective Date and Term. This Resolution is effective as of Effective Date: and shall remain in full force and effect until modified or revoked by the Board.

NOTICES

Any required notices under this Resolution shall be sent to the entity at the principal office address indicated above or to Notice Address: . Notice is effective upon hand delivery, overnight courier delivery, or three business days after deposit in the mail if sent by certified mail.

AMENDMENTS AND WAIVERS

This Resolution may be amended, modified or superseded only by a subsequent resolution adopted by the Board. The failure of the Board to enforce any provision of this Resolution shall not constitute a waiver of the provision or of the Board's right to enforce the provision in the future.

GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Resolution shall be governed by and construed in accordance with the laws of Governing State: , without regard to conflict of law principles. This Resolution constitutes the entire resolution of the Board with respect to the subject matter hereof and supersedes all prior resolutions on such subject. If any provision of this Resolution is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

COUNTERPARTS; EXECUTION

This Resolution may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered by electronic or facsimile transmission shall be of the same force and effect as original signatures.

CERTIFICATION

The undersigned certifies that the foregoing Resolution was duly adopted by the Board of Directors or Members of the entity named above in accordance with the applicable laws and the governing documents, that the Resolution is in full force and effect, and that the actions authorized herein are within the authority of the Board.

Corporate Secretary:

By:

Date:

Authorized Officer:

By:

Date:

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What the Legal Entity Resolution Form Is

A Legal Entity Resolution Form is a written record adopted by a company or other legal entity to authorize specific actions, designate who may act on behalf of the entity, and document corporate approvals. Common uses include authorizing bank signatories, approving real estate transactions, delegating signing authority to officers, or confirming changes in management. The form typically names the entity, states the authority granted, sets an effective date, and is signed by authorized officers; some recipients request notarization or corporate minutes to support the resolution.

Why a Resolution Matters for Entity Governance and Transactions

A clear resolution creates an auditable record of authority, reduces third-party acceptance risk, and helps satisfy banks, title companies, and counterparties. It clarifies who can bind the entity, limits liability, and supports internal audit and compliance obligations under state corporate statutes and commercial practice.

Why a Resolution Matters for Entity Governance and Transactions

Who Typically Prepares and Relies on Resolutions

Internal and external parties depend on resolutions to verify authorized actions and signing authority before completing transactions.

  • Board of directors and corporate secretary — prepare and record formal corporate approvals and maintain minutes for corporate governance.
  • Banks and financial institutions — require resolutions to open accounts, grant signatory authority, or accept wire/payment instructions.
  • Counterparties and title companies — request resolutions to confirm authority for real estate closings, leases, and major contracts.

Maintain a copy with corporate records and provide certified copies to third parties when requested to speed transaction processing.

Essential Elements to Include in a Professional Resolution

A well-drafted resolution is succinct, specific about the powers granted, and supported by entity identifiers and authenticating signatures. Include enough detail so third parties can rely on the document without additional interpretation.

Resolution Title

A concise heading describing the action (e.g., Bank Account Authorization, Real Estate Closing) so recipients understand the document's purpose.

Entity Details

Legal entity name, formation state, and EIN — these identifiers allow third parties to match the resolution to official records.

Authorized Persons

Full names, titles, and scope of authority for each person permitted to act or sign on behalf of the entity.

Scope of Authority

Precise description of allowed acts (open accounts, execute documents, settle claims) including any monetary or term limits.

Effective Date

The date the resolution takes effect and, if applicable, an expiration date or event that terminates authority.

Signatures & Notary

Signature block for authorized officers; add notary or witness language where requested by banks, title companies, or state law.

Required Identifying Information

Entity Legal Name: Full registered name
EIN: Federal tax identification
Formation State: State of incorporation/formation
Resolution Date: Adoption date recorded
Authorized Signers: Names and titles
Notary / Seal: Notary block or corporate seal

Step-by-Step: Completing a Legal Entity Resolution

Follow these steps to prepare, approve, and distribute a resolution that third parties will accept.

  • 01
    Draft the resolution: State the entity, purpose, and scope clearly.
  • 02
    Obtain corporate approval: Record board vote or written consent per bylaws.
  • 03
    Execute and authenticate: Have authorized officer sign; notarize if required.
  • 04
    Distribute certified copies: Provide copies to banks, title agents, or counterparties.

Configuring an Online Completion Workflow

When using an eSignature platform, configure fields and authentication to match the document's legal requirements and the counterparty's acceptance criteria.

Field Configuration
Authentication Level Email, SMS code, or KBA based on counterparty requirements
Required Fields Make entity name, EIN, signer name, and date mandatory
Notary / RON Enable remote notarization or attach notarization block
Audit Trail Capture IP, timestamps, and signer actions

Where to Submit or File the Resolution

After execution, deliver the resolution to the parties and agencies that require it; retention and filing paths depend on the action authorized.

  • Banks and Creditors: Provide certified copy to open accounts or grant payment authority
  • Title Companies: Send resolution for real estate closings and escrow instructions
  • Internal Records: File original in corporate minute book or electronic governance repository
  • State Filings: File with Secretary of State only if action triggers a statutory filing

Digital Signing and Platform Considerations

Choose platform settings that create a reliable audit trail and meet counterparty authentication expectations.

  • File formats: PDF, DOCX supported for upload and signed output
  • Integrations: Connectors: Salesforce, NetSuite, MS 365, Google Workspace
  • Security: TLS 1.2/1.3 in transit; AES-256 at rest

When choosing a provider, confirm BAA or 21 CFR Part 11 support if regulatory compliance is required; enable multi-factor authentication for higher-assurance signings.

Typical Timing and Processing Expectations

Processing times vary by recipient and whether notarization or additional certification is required; plan ahead to avoid transaction delays.

Immediate Effect:

Effective date can be immediate upon signing

Bank Processing:

1–5 business days to verify and accept documents

Notarization / RON Sessions:

Schedule sessions in advance; audio-video recording retention may apply

State Filings:

File within state deadlines if action requires statutory recording

Certified Copies:

Allow time to obtain and distribute certified/corporate-stamped copies

Key Milestones from Draft to Accepted Resolution

Track the resolution through drafting, approval, execution, and distribution to ensure all parties receive valid, certified documentation.

01

Drafting

Prepare text, include entity identifiers and specific authority

02

Approval

Board vote or written consent recorded per bylaws

03

Execution & Notarization

Officer signs; notarize or host RON session if required

04

Distribution

Provide certified copies to banks, title agents, and internal records

Common Mistakes to Avoid

  • Using a trade name instead of the legal entity name, which can cause banks or title companies to reject the resolution.
  • Vague authority language such as 'general authority' without monetary or subject-matter limits, leaving third parties unsure whether to rely on the document.
  • Missing or mismatched signer titles and corporate records, which often prompts requests for certified minutes or officer affidavits.
  • Failing to notarize when the counterparty requires a notarized acknowledgment or when state practice expects a notary for record acceptance.

Consequences of Incorrect or Incomplete Resolutions

Contract Invalidity: Third parties may refuse to accept unsigned or unauthorized actions
Bank Rejection: New accounts or wire authority may be denied
Fiduciary Breach: Officers may face internal liability for unauthorized acts
Regulatory Risk: Statutory filings omitted could trigger fines
Tax Exposure: Incorrect signatory authority can complicate tax reporting
Fraud Risk: Poor authentication increases impersonation risk

eSignature Pricing and Feature Comparison

Summary of common pricing and feature dimensions across leading eSignature providers; signNow is listed first per comparison format.

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 Yes, 7-day 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 envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Resolutions in Use

These examples illustrate how organizations use resolutions to streamline signatory authority for common transactions.

Optica Ventures LLC

The team adopted a standard bank authorization resolution to centralize signatory authority.

  • The board recorded written consent without a meeting.
  • As a result, the firm supplied certified copies to banks and completed multiple account openings with consistent documentation and fewer follow-up requests.

Martin Properties

The company used a property-closing resolution to designate a closing agent and signer.

  • The resolution named an officer with limited authority.
  • The title company accepted the notarized resolution and closing proceeded on schedule, avoiding courier delays for paper signatures.

Who Has Authority to Sign Resolutions

Board Secretary

The board secretary commonly prepares and certifies resolutions, maintains meeting minutes, and issues certified copies. This role ensures corporate formalities are observed and supports external verification requests.

Authorized Officer

Named officers (CEO, CFO, President) sign resolutions when empowered by the board; their signatures are often accompanied by corporate seals or notary acknowledgements where required by third parties.

Practical Tips for Accurate and Efficient Resolutions

Applying consistent procedures reduces downstream friction and protects the entity from avoidable compliance and operational risks.

Use precise authority language
Specify actions, monetary limits, and duration clearly to avoid ambiguity that causes third parties to request additional documentation.
Maintain certified records
Keep the signed original or certified electronic copy with corporate minutes and stamp copies supplied to external parties when requested.
Match entity identifiers
Verify the legal entity name and EIN against formation documents and state records before finalizing the resolution.
Confirm recipient requirements
Ask the bank, title company, or counterparty whether notarization, witness signatures, or certified minutes are needed prior to execution.

FAQs and Troubleshooting for the Legal Entity Resolution Form

Answers to common questions about acceptance, signatures, notarization, and correcting or revoking resolutions.


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