Can a Legal Exhibit Resolution be signed electronically?

Yes. Electronic signatures are generally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure the signer demonstrates intent, consents to electronic transactions, and that the platform preserves a reproducible record.

When is notarization required for an exhibit resolution?

Notarization depends on jurisdiction and the exhibit's purpose. Deeds typically require notarization; some courts accept unsworn certifications. Use RON where state law allows and follow state notary commission rules.

How do you correct an error after signing?

Do not alter the signed record. Prepare an amendment or corrective resolution signed by the same parties; retain the original and the corrective record to preserve chain of custody.

Who must sign the resolution?

Authorized officers, custodians, or counsel with delegated authority should sign. Confirm corporate bylaws or board resolutions for signatory authority to avoid challenge.

How should signed resolutions be stored?

Store signed originals and copies in a secured repository with encryption and immutable audit logs. Retain per federal and industry retention rules cited in the retention section above.

Can a signed exhibit resolution be revoked?

Revocation requires a clearly executed revocation or replacement resolution specifying affected exhibits and justification; consult counsel to determine legal effect and any notice obligations.

Electronic Signature
Templates
Legal
Legal Exhibit Resolution

Legal Exhibit Resolution

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

LEGAL EXHIBIT RESOLUTION

This Legal Exhibit Resolution (the "Resolution") is adopted on this day of , , by and between Company Name: (the "Company") and Counterparty Name: (the "Counterparty").

RECITALS

WHEREAS, the Company and the Counterparty are parties to certain agreements and intend to execute an exhibit described below that modifies or supplements the terms of an existing agreement between the parties;

WHEREAS, the Board of Directors of the Company has reviewed the proposed exhibit and determined that adoption of the exhibit is in the best interests of the Company and its shareholders; and

WHEREAS, the Company desires to authorize officers to finalize, execute and deliver the exhibit and to take all actions necessary to effectuate the purposes of this Resolution.

NOW, THEREFORE, BE IT RESOLVED:

1. ADOPTION OF EXHIBIT

The form, substance and terms of the exhibit entitled (the "Exhibit"), a copy of which is attached hereto as Exhibit A and incorporated herein by reference, are hereby approved and adopted in all respects. The Exhibit shall be and hereby is incorporated into the referenced agreement between the Company and the Counterparty as if fully set forth therein.

2. AUTHORIZATION TO EXECUTE

The officers of the Company, including but not limited to the Chief Executive Officer and the Chief Financial Officer, are hereby authorized and directed to finalize, execute, deliver and amend the Exhibit on behalf of the Company and to do all such acts and things as they deem necessary or advisable to carry out the purposes of this Resolution. Execution of the Exhibit by an authorized officer shall be conclusive evidence of such officer's authority to act.

3. EFFECTIVE DATE

The Exhibit shall become effective on the date indicated therein or, if no date is specified, on the date of execution by both parties. The effective date for purposes of this Resolution is day of , .

4. RATIFICATION

All prior actions taken by the officers, agents or representatives of the Company in connection with the preparation, negotiation and execution of the Exhibit are hereby ratified, confirmed and approved in all respects.

5. NOTICES

Company Notice Address Counterparty Notice Address

Notices required or permitted under this Resolution shall be given in writing to the addresses specified above and shall be effective upon receipt or such later date as specified in the notice.

6. GOVERNING LAW

This Resolution and the Exhibit shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflicts of law principles.

Governing Law Jurisdiction

7. ENTIRE AGREEMENT

This Resolution, together with the Exhibit and the referenced agreement into which the Exhibit is incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to such subject matter.

8. SEVERABILITY

If any provision of this Resolution or the Exhibit is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Resolution or the Exhibit shall be effective unless in writing and signed by the parties bound by such amendment or waiver. Failure to enforce any provision shall not be construed as a waiver. This Resolution and the Exhibit 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. Signatures delivered by facsimile or electronic transmission shall be binding.

10. SECRETARY'S CERTIFICATION

I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors of the Company in accordance with applicable law and the bylaws of the Company and that the Resolution is in full force and effect and has not been amended or rescinded.

Secretary Name Secretary Title Secretary Certification Date

EXHIBIT DESCRIPTION

Brief Description of Exhibit

Company:

By:

Date:

Counterparty:

By:

Date:

What a Legal Exhibit Resolution Is and where it's used

A Legal Exhibit Resolution is a formal document that records the identification, authentication, and official attachment of exhibits to a primary legal record or corporate minute. It clarifies which documents, images, or files are incorporated as exhibits, confirms custody and chain of possession, and creates a signing record that supports admissibility and recordkeeping. In many contexts the resolution supplies exhibit identifiers, short descriptions, custodial acknowledgements, and signature blocks so courts, auditors, or internal reviewers can trace provenance and confirm authenticity under applicable electronic signature law such as the ESIGN Act (15 U.S.C. ch. 96) and state UETA rules.

Why you should formalize exhibits with a resolution

A Legal Exhibit Resolution reduces ambiguity about which materials are binding, preserves chain of custody, and creates a reproducible record useful in litigation, corporate governance, or regulatory review under ESIGN and UETA frameworks.

Organizations and roles that commonly complete these resolutions

Typical users prepare or approve exhibit resolutions when attaching supporting materials to filings, minutes, or corporate records.

Corporate counsel and paralegals responsible for litigation exhibits and board minutes
Records custodians and compliance officers who manage chain of custody and retention
Court clerks or administrative staff preparing exhibit lists for official filings

Core parts of a professional Legal Exhibit Resolution

A complete resolution is structured so each exhibit is clearly labeled, described, and linked to custody and authentication statements that support admissibility.

Exhibit Index

Sequential exhibit IDs with reference numbers and page or file locations to avoid ambiguity during review or production.

Detailed Description

Short summary of each exhibit's content, format, and origin so reviewers can quickly assess relevance and scope.

Custody Statement

Named custodian and custody history describing who controlled the exhibit and when it changed hands.

Authentication Clause

Declaration that exhibits are true copies or accurate representations and a record of the method used to verify authenticity.

Signature Block

Designated signer lines with printed name, title, date, and, if required, notary or witness fields to meet jurisdictional rules.

Attachment Log

Reference to any attachments, file hashes, or metadata used to prove integrity and detect post-signing tampering.

Sequential steps to prepare and execute the resolution

Follow this step sequence to assemble, authenticate, and preserve exhibits with a clear audit trail.

01

Draft Resolution: List exhibits, descriptions, and custody statements.
02

Confirm Exhibits: Verify each file, check metadata, and assign IDs.
03

Obtain Approvals: Collect signatures from custodian and authorized approvers.
04

Record and Store: Attach exhibits, capture audit trail, and archive securely.

How the exhibit resolution flows through typical processes

A reliable workflow moves exhibits from collection to signing to secure storage while preserving an unbroken audit trail.

Collect Files: Gather originals, scans, and metadata for each exhibit.
Embed Identifiers: Apply exhibit IDs and descriptive labels to each file.
Sign and Authenticate: Obtain signatures, notarizations, or electronic attestations as required.
Distribute and Archive: Send certified copies to stakeholders and store originals securely.

Typical digital workflow settings to configure

Configure these settings in your e-submission or document platform before sending the resolution for signature.

Field	Configuration
Authentication Method	Email link \| SMS code \| KBA where required
Signature Type	Simple e-signature or PKI-based digital signature
Retention Rule	Apply retention policy and archival location
Notarization	Enable RON or in-person notary when necessary

Platform capabilities to look for when e-signing and storing resolutions

Choose a platform that supports audit trails, common integrations, and secure storage to preserve exhibit integrity.

Integrations: Salesforce, NetSuite, Google Workspace
File Formats: PDF, DOCX, XLSX supported
Security Standards: TLS and AES encryption

Security and compliance controls relevant to exhibit resolutions

Transport Security: TLS 1.2/1.3 in transit

Data at Rest: AES-256 encryption at rest

Audit Trail: Detailed timestamped activity logs

Certifications: SOC 2 Type II available

Healthcare Safeguards: HIPAA compliance (BAA required)

Legal Frameworks: ESIGN and UETA compliance

Consequences of an incomplete or incorrect exhibit resolution

Evidentiary Exclusion: Court may exclude exhibits or question authenticity

Chain-of-Custody Gaps: Creates challenges in proving integrity

Regulatory Penalties: Fines or sanctions in regulated matters

Contractual Disputes: Invalid attachments may void clauses

Data Privacy Breach: Potential HIPAA or state privacy violations

Increased Legal Costs: Additional discovery and remediation expenses

Common preparation errors to avoid

Mislabeling exhibits or reusing IDs causes misproduction and delays during discovery and court proceedings.
Failing to capture or retain metadata strips away provenance needed to establish authenticity in forensic review.
Omitting a custodian signature or authorization undermines chain-of-custody assertions and can lead to admissibility challenges.
Using vague descriptions like 'supporting documents' instead of specific file details increases disputation and document-search overhead.

Key timing considerations and common deadlines

Timelines depend on whether the resolution supports litigation filing, corporate minutes, or regulatory submissions; apply relevant deadlines accordingly.

Effective Date Entry:

Set the effective date to match filing or board action date

Internal Approval Deadline:

Allow time for counsel review before external filing

Court Filing Window:

Meet local rules for exhibit submission with pleadings

Notarization Timing:

Schedule RON or in-person notary before filing

Retention Start Date:

Retention runs from creation or final sign date

Common eSignature vendor pricing and capability snapshot for exhibit workflows

Compare headline pricing and basic capability signals across vendors to plan platform costs for signing and storing Legal Exhibit Resolutions.

	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 envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about Legal Exhibit Resolutions

Answers to common questions on e-signing, notarization, corrections, and storage to prevent delays or admissibility problems.

Need help? Contact support

Can a Legal Exhibit Resolution be signed electronically?
Yes. Electronic signatures are generally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure the signer demonstrates intent, consents to electronic transactions, and that the platform preserves a reproducible record.
When is notarization required for an exhibit resolution?
Notarization depends on jurisdiction and the exhibit's purpose. Deeds typically require notarization; some courts accept unsworn certifications. Use RON where state law allows and follow state notary commission rules.
How do you correct an error after signing?
Do not alter the signed record. Prepare an amendment or corrective resolution signed by the same parties; retain the original and the corrective record to preserve chain of custody.
Who must sign the resolution?
Authorized officers, custodians, or counsel with delegated authority should sign. Confirm corporate bylaws or board resolutions for signatory authority to avoid challenge.
How should signed resolutions be stored?
Store signed originals and copies in a secured repository with encryption and immutable audit logs. Retain per federal and industry retention rules cited in the retention section above.
Can a signed exhibit resolution be revoked?
Revocation requires a clearly executed revocation or replacement resolution specifying affected exhibits and justification; consult counsel to determine legal effect and any notice obligations.

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