Are electronic signatures valid?

Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and the Uniform Electronic Transactions Act (UETA) where adopted, provided intent, consent, attribution, and record retention requirements are met.

Must every director/member sign?

It depends on the entity’s governing documents and state law; some actions require unanimous consent while others require a majority. Verify vote thresholds in bylaws or the operating agreement before relying on written consent.

Is notarization required?

Not generally required for internal corporate consents, but certain documents or state filings may require notarization; check the specific statute or filing instructions for the jurisdiction involved.

What if a signature is missing?

An omitted required signature can invalidate the action. Consider re-circulating the consent, obtaining a ratification in a subsequent meeting, or obtaining legal advice on remedial steps.

How do interstate signers affect validity?

ESIGN governs interstate commerce and generally preserves electronic signature validity across states; however, verify local exceptions (wills, certain court documents) and confirm authentication measures for cross-border parties.

Can a signed consent be revoked?

Revocation may be possible depending on timing, bylaws, and whether the action has been implemented; consult counsel and record any revocation in writing with equal formality.

Electronic Signature
Templates
Legal
Legal Joint Written Action Form

Legal Joint Written Action Form

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

LEGAL JOINT WRITTEN ACTION FORM

This Joint Written Action (the Action) is executed by the undersigned parties to effectuate corporate action without a meeting pursuant to the governing organizational documents and applicable law. Company Name: , Principal Office: , State of Formation: . The undersigned executing on behalf of the parties below are authorized representatives or members: Signatory Name: , Title/Capacity: .

RECITALS

WHEREAS, the governing documents and applicable law permit action by written consent of the authorized persons without the necessity of a meeting; and

WHEREAS, the undersigned represent that they constitute the required number and class of directors, managers, or members entitled to take the actions set forth herein; and

WHEREAS, the undersigned desire to document and adopt the actions described in this Joint Written Action as of the Effective Date set forth below.

NOW, THEREFORE

The undersigned hereby adopt the following resolutions and agree that such resolutions shall have the same force and effect as if adopted at a duly called and held meeting of the appropriate governing body.

1. WRITTEN ACTION TAKEN

The undersigned hereby adopt and approve the following action(s) by unanimous written consent (describe action in detail):

Resolution / Action Description

2. EFFECTIVE DATE

This Joint Written Action shall be effective as of: (the Effective Date), or as otherwise specified in the action description above.

3. AUTHORIZATION AND RATIFICATION

Each undersigned covenants and represents that they have full authority to execute this Joint Written Action on behalf of the party they represent, and hereby authorize, confirm and ratify any and all acts taken in furtherance of the matters contemplated herein. All actions taken prior to the Effective Date in furtherance of the approved matters are ratified and approved in all respects.

4. REPRESENTATIONS AND WARRANTIES

Each undersigned represents and warrants that (a) such party has the requisite authority to take the actions herein; (b) the execution and delivery of this document and the performance of its obligations do not and will not violate any agreement or law binding on such party; and (c) this Joint Written Action constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms.

5. NOTICE

Any notice required or permitted by this Action shall be in writing and shall be delivered to the address set forth below or to such other address as a party may designate by notice in writing. Notices shall be deemed given on the date of delivery if delivered personally or by electronic transmission, or three business days after deposit with a recognized carrier if sent by mail.

Notice Address for Company Notice Address for Signatory

6. COUNTERPARTS; ELECTRONIC SIGNATURES

This Joint Written Action 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 electronic means or by facsimile shall be effective to bind the signing party.

7. GOVERNING LAW

This Joint Written Action shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

8. ENTIRE AGREEMENT

This Joint Written Action constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to such subject matter.

9. SEVERABILITY

If any provision of this Joint Written Action is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

10. AMENDMENT; WAIVER

Any amendment to or waiver of any provision of this Joint Written Action must be in writing and signed by the parties hereto. No failure or delay in exercising any right shall operate as a waiver thereof.

11. CERTIFICATION

The undersigned certify under penalty of perjury that the information set forth herein is true and correct and that the undersigned are authorized to act on behalf of the party for which they sign. The undersigned further certify that this Joint Written Action is being executed in accordance with the applicable governing documents and law.

ENTITY TYPE

Check the type of entity executing this Joint Written Action:

Corporation Limited Liability Company Partnership Individual

SIGNATURES

Company Representative (Print Name):

By:

Date:

Signatory (Print Name):

By:

Date:

What the Legal Joint Written Action Form Is

A Legal Joint Written Action Form documents a decision taken in writing by multiple authorized parties—typically board members, LLC managers, or shareholders—without holding a formal in-person meeting. It records unanimous or majority action under the corporation or LLC governing documents and relevant state law, includes signatures and dates from all required signatories, and creates a clear record for corporate minutes, filings, or internal compliance. When executed correctly it can satisfy notice and consent requirements while preserving an audit trail for governance, audit, and regulatory purposes.

Why organizations rely on a Joint Written Action

A properly prepared Joint Written Action enables decisions to be made quickly, documents member or director consent, and reduces the administrative overhead of calling a meeting. It centralizes authorization, creates a signed record, and supports later review by auditors or regulators.

Typical users and stakeholders

Use depends on entity type, governing documents, and applicable state statutes; consult counsel for borderline cases.

Board members and directors — Execute corporate actions without convening a meeting when allowed by bylaws or state law.
LLC managers and members — Document member approvals, consent to amendments, or manager appointments in writing.
Corporate counsel and corporate secretaries — Prepare the form to ensure statutory and internal governance requirements are met.

Core elements to include in a professional Joint Written Action

Ensure the form contains clear, verifiable elements so the action is effective, enforceable, and easy to audit or file.

Action Text

A concise resolution or series of resolutions stating the exact corporate action being approved, with cross-references to articles of organization or bylaws where relevant.

Authority

Reference the governing provision (bylaw, operating agreement, statute) that permits written consent in lieu of a meeting and specifies required vote thresholds or unanimous consent rules.

Parties

Full legal names and roles of each signing party (director, manager, member), plus corporate entity names where an entity is signing by an authorized representative.

Effective Date

A clearly stated effective date for the action and any retroactivity language; use MM/DD/YYYY to avoid ambiguity and statute of limitations issues.

Signatures

Signature blocks with printed name, title, date, and, if required, witness or notary lines; indicate whether electronic signatures are permitted.

Attachments

Supporting exhibits such as board resolutions, amendments, or drafted filings to be submitted to a state agency or retained in the corporate record.

Step-by-step: How to complete and execute a Joint Written Action

Use this sequence to prepare, sign, and finalize the written consent with minimum risk and maximum clarity.

01

Draft Resolution: Prepare precise action language and cite governing authority.
02

Assemble Parties: Confirm who must sign and their legal capacity.
03

Signatures Collected: Obtain dated signatures using agreed method.
04

Record Retention: File in corporate minute book and distribute copies.

Where the completed form goes and who receives it

After execution, route the form to these primary destinations to meet recordkeeping and filing needs.

Corporate Records: Minute book or electronic record repository.
Legal Counsel: For review, amendment, or filing.
State Filings: If an amendment or certificate must be filed.
Stakeholders: Provide copies to relevant shareholders or members.

Configuring an online workflow for Joint Written Actions

Set up a consistent digital process so each action is completed with the same controls and audit trail.

Field	Configuration
Resolution Text Box	Multi-line required field with character limits and change tracking
Signer Order	Allow simultaneous signing or sequential order enforced
Authentication	Email plus optional SMS or ID verification
Audit Trail	Capture IP, timestamp, and action history automatically

Digital signing and technical requirements

Choose a platform that supports ESIGN/UETA compliance, audit trails, strong encryption, and optional notarization workflows when state law or internal policy requires it.

Document Formats: PDF, DOCX supported
Authentication Options: Email, SMS, KBA
Audit Capabilities: Detailed logs required

Penalties and legal risks from improper execution

Invalid Consent: Action may be void

Quorum Failure: No binding authority

Signature Dispute: Challenges to authenticity

Statutory Noncompliance: Regulatory exposure

Document Loss: Evidentiary gaps

Fiduciary Liability: Potential personal liability

Common mistakes to avoid

Failing to confirm the required voting threshold under the entity’s bylaws or operating agreement, which can render a written consent ineffective.
Collecting unsigned or undated signature blocks, or mixing signature methods without clear attribution, which complicates enforcement or audit reviews.
Omitting necessary attachments or exhibits referenced in the resolution, leaving the substance of the approved action unclear to third parties.
Assuming electronic signatures are permitted in all contexts without checking statutory or contractual exceptions applicable to the transaction.

Practical tips for accurate, efficient completion

Apply consistent controls and clear formats to reduce disputes and simplify recordkeeping.

Verify signer authority

Confirm each signer's capacity and authority before execution; require officer certification or board minutes when an entity signs through an agent.

Use a clear effective date

State the effective date in MM/DD/YYYY format and specify whether the action is retroactive to avoid ambiguity in implementation or filing timing.

Preserve an audit trail

Capture signer identity, timestamp, IP address, and authentication method to evidence intent and attribution for legal or regulatory review.

Keep consolidated records

Store executed consents with minutes, amendments, and supporting documents in the corporate record system for consistent retrieval.

Who typically has authority to sign

Board Chair

As presiding officer or an authorized director, the Board Chair often signs or certifies board-level written consents; authority depends on bylaws and delegation.

Corporate Secretary

The Corporate Secretary prepares corporate minutes and normally certifies and files consents in the corporate record; the secretary may authenticate signatures and retain originals.

Practical scenarios where a Joint Written Action is used

These examples show common, real-world uses for a written joint consent in corporate and member-managed entities.

Executive Appointment

Board approves appointment of a new CFO in writing to expedite onboarding and compensation setup

Unanimous director signatures obtained via secure eSignature workflow
The executed form is filed in the corporate minutes, and HR and payroll are notified for immediate processing and benefits enrollment.

Amend Operating Agreement

Members adopt a limited amendment to the operating agreement to change capital contribution terms

Member signatures equal or exceed required percentage consent
Signed consents and the amendment exhibit are retained in the membership records and used to update tax and financial reporting.

Security and compliance features to protect the form

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Detailed action logs and timestamps

HIPAA: BAA available where needed

ESIGN / UETA: Meets ESIGN and UETA requirements

SOC 2: SOC 2 Type II certified

21 CFR: 21 CFR Part 11 support available

Comparing eSignature vendor pricing and core features

Below are high-level vendor entries for common decision criteria. signNow is listed first to show its pricing and feature position relative to other widely known providers.

	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, no card required	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes; available on plans	Yes; available	Yes	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions and troubleshooting

Answers to common legal and execution questions about Joint Written Actions, with practical guidance and references to applicable electronic signature law.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and the Uniform Electronic Transactions Act (UETA) where adopted, provided intent, consent, attribution, and record retention requirements are met.
Must every director/member sign?
It depends on the entity’s governing documents and state law; some actions require unanimous consent while others require a majority. Verify vote thresholds in bylaws or the operating agreement before relying on written consent.
Is notarization required?
Not generally required for internal corporate consents, but certain documents or state filings may require notarization; check the specific statute or filing instructions for the jurisdiction involved.
What if a signature is missing?
An omitted required signature can invalidate the action. Consider re-circulating the consent, obtaining a ratification in a subsequent meeting, or obtaining legal advice on remedial steps.
How do interstate signers affect validity?
ESIGN governs interstate commerce and generally preserves electronic signature validity across states; however, verify local exceptions (wills, certain court documents) and confirm authentication measures for cross-border parties.
Can a signed consent be revoked?
Revocation may be possible depending on timing, bylaws, and whether the action has been implemented; consult counsel and record any revocation in writing with equal formality.

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