Are electronic signatures valid?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted, provided intent, consent, attribution, and record retention requirements are satisfied.

When is notarization required?

Notarization is required only if state law or the receiving party specifically demands it—for example, some banks or real estate transactions. Check the recipient and state rules before finalizing execution.

Who may sign the resolution?

Authorized signers are those specified by company governing documents (operating agreement, bylaws) or as named in the resolution; identify signers by full legal name and title to avoid confusion.

What if a field has an error?

If an error is discovered, prepare an amendment or corrective resolution, have it approved and signed following the same formalities, and attach it to the original record to preserve chain of custody.

How long must I keep the record?

Retain the signed resolution for the active term plus a reasonable post-termination period; finance-related records follow IRC §6501(a) (3 years) and HIPAA records 45 CFR §164.530(j) (6 years) where applicable.

What supporting documents are typical?

Attach meeting minutes, vote tallies, certificates of incumbency, contracts being authorized, and notarizations if performed; certified copies aid acceptance by banks and regulators.

Electronic Signature
Templates
Legal
Legal Member Resolution

Legal Member Resolution

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

LEGAL MEMBER RESOLUTION

This Member Resolution (the "Resolution") is made effective as of by and among Company Name: and Member Name: . The undersigned member(s) adopt the following resolutions pursuant to the operating agreement and applicable law.

RECITALS

WHEREAS, the Company identified above is duly organized and in good standing under its governing formation documents and applicable law; and

WHEREAS, the member(s) desire to authorize and ratify certain corporate actions, confer authority upon designated representatives, and record such actions in the minutes and records of the Company; and

WHEREAS, a meeting of the member(s) was held on and the member(s) have resolved to take the actions set forth below.

NOW, THEREFORE, BE IT RESOLVED:

RESOLUTIONS

1. Authorization of Action. The member(s) hereby authorize and approve the actions described in this Resolution and direct that the Company take any and all steps necessary or advisable to effectuate such actions. Specifically, the Company is authorized to:

a. Open and maintain banking and financial accounts in the name of the Company with ; the authorized signatories for such accounts shall be as set forth in Section 2 below.

b. Enter into, execute and deliver on behalf of the Company such instruments, agreements, or documents as may be necessary or appropriate to effectuate the foregoing, including but not limited to account agreements, signature cards, guaranties, and escrow agreements.

2. Designation of Authorized Persons. The following individual(s) are designated as authorized signatories and agents of the Company with authority to execute documents, endorse checks, withdraw funds, and perform all acts reasonably necessary with respect to the accounts and transactions authorized herein:

Authorized Person 1 - Printed Name Title or Capacity

Authorized Person 2 - Printed Name Title or Capacity

3. Ratification. All prior acts taken by the authorized person(s) referenced herein relating to the matters described in this Resolution are hereby ratified, confirmed and approved in all respects.

4. Limitation of Authority. The authority conferred by this Resolution shall be limited to those actions expressly described herein. Any commitments or obligations in excess of require separate approval by the member(s) or as otherwise required under the operating agreement.

5. Effective Date. This Resolution shall be effective as of the date first set forth above and shall remain in full force and effect until amended or revoked by further written resolution of the member(s).

NOTICES

Company Notice Address Member Notice Address

GENERAL PROVISIONS

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is organized, without regard to conflict of laws principles.

Entire Agreement. This Resolution constitutes the entire agreement of the member(s) with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Severability. If any provision of this Resolution 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.

Amendments; Waiver. Any amendment to or waiver of any provision of this Resolution shall be valid only if set forth in a written instrument signed by the member(s) or their authorized representatives. No failure or delay in exercising any right hereunder shall operate as a waiver of such right.

Counterparts. This Resolution may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Additional Provisions (Optional)

CERTIFICATION OF ADOPTION

I hereby certify that the foregoing Resolution was duly adopted by the member(s) of the Company in accordance with the operating agreement and applicable law on , at which time the following vote was recorded: For ; Against ; Abstain .

Certifier Printed Name Certifier Title

Company Name:

By:

Date:

Member Name:

By:

Date:

What a Legal Member Resolution Is and When it’s Used

A Legal Member Resolution is a formal written record adopted by an LLC or corporation’s members, managers, or board to authorize a specific corporate action—for example, opening a bank account, approving a merger, appointing officers, or approving a contract. The resolution states the action, identifies approving parties, sets the effective date, and often attaches exhibits such as transaction terms or certificates. It serves as proof of authority for banks, counterparties, and regulators and is retained in corporate records. This guidance explains required fields, signing options, and common compliance considerations, including electronic execution under ESIGN and UETA.

Why a Clear Resolution Matters for Corporate Authority

A written member resolution creates an unambiguous record of member approval, reduces the risk of disputes about who has authority, and provides evidence that third parties rely on. It supports compliance with corporate governance, eases banking and contracting processes, and documents delegated powers and limits for future reference.

Who Prepares and Relies on Member Resolutions

Managers, corporate secretaries, general counsels, and authorized members commonly prepare member resolutions when formal approval is required.

Managing members and LLC managers who approve major transactions and formal corporate actions.
Corporate secretaries or officers who maintain minute books and certify company records.
Bank compliance officers and third parties that require documentary proof of authority.

Certified copies are routinely provided to banks, counterparties, and regulators to confirm authority and to update internal records.

Typical Signers and Recordkeepers

Managing Member

A managing member or manager is the company leader who votes for or against the resolution and often executes documents. The resolution should identify the member by full legal name, role, and any limits on authority to prevent mismatches with bank or vendor records.

Corporate Secretary

The corporate secretary prepares and records the resolution in the official minute book, certifies copies on request, and maintains supporting evidence such as meeting minutes, vote tallies, and exhibits attached to the resolution.

Core Elements to Include in a Professional Resolution

Include these elements to create a clear, enforceable Legal Member Resolution suitable for banks, counterparties, and regulators.

Title

A concise title (e.g., "Member Resolution Authorizing Bank Account") that identifies the document and the corporate body adopting it.

Resolution Text

A clear statement of the action being authorized, using unambiguous language and defined terms when needed to avoid interpretation disputes.

Effective Date

The specific date the authorization takes effect, entered as MM/DD/YYYY to avoid confusion and to determine when obligations begin.

Approving Parties

A list of members or directors who voted in favor, the vote tally, and any absent or recused parties for evidentiary completeness.

Scope of Authority

Limits on authority (dollar caps, transaction types, duration) and whether authority is exclusive, joint, or several.

Certifications & Attachments

A certifying signature line for the corporate secretary, attached exhibits, and any supporting documents such as contracts or certificates of incumbency.

Step-by-Step: Drafting to Final Record

Follow these sequential steps to draft, approve, sign, and store a Legal Member Resolution with evidentiary quality.

01

Draft Resolution: Prepare clear text with scope and limits.
02

Obtain Approval: Record member vote or written consent.
03

Sign and Date: All authorized signers sign and date.
04

Record and Distribute: File in minute book and share certified copies.

Configuring an Electronic Workflow for the Resolution

Set up signing order, authentication, and attachments to match governance rules and external requirements when using an eSignature platform.

Field	Configuration
Signer Order	Members first, corporate secretary last
Authentication Level	Email + SMS code or higher for sensitive actions
Attach Exhibits	Attach contracts, certificates, or minutes as PDFs
Retention Policy	Set automatic archival and export to corporate storage

Where to Send and File a Completed Resolution

After signing, route certified copies to the entities that require evidence of authority and preserve an official copy in corporate records.

Bank Submission: Provide a certified copy to open or update accounts.
Regulatory Filing: File with state agencies only when statutes require.
Internal Recordkeeping: Store original in corporate minute book or secure digital vault.
Third-Party Sharing: Share certified copies with counterparties and counsel.

Digital Signing Requirements and Supported Formats

Technical considerations when executing the resolution electronically, including file formats and signer authentication.

Supported Formats: PDF and DOCX commonly accepted
Audit Trail: Timestamp, IP, and action log
Integrations: Salesforce, NetSuite, Google Workspace

Timing Considerations and Common Deadlines

Member resolutions themselves rarely have statutory filing deadlines, but timely adoption, distribution, and recording are important for downstream actions.

Adoption Date:

Resolution should state the exact adoption date (MM/DD/YYYY).

Bank Use Timing:

Provide certified copy to bank at account opening or upon request.

Recordkeeping Update:

Record resolution in minute book immediately after execution.

State Filing (If Required):

File only when statute or form requires it; check state rules.

Amendments Effective:

State effective date for any amendment or revocation.

Notarization and Witness Flow for Authentication

When notarization or witnesses are required, follow an ordered process to preserve validity and meet state-specific formalities.

01

Check State Law

Confirm whether notarization or witnesses are required.

02

Determine Identity Proofing

Prepare government ID or RON authentication methods.

03

Schedule Notary

Book in-person or remote online notary session.

04

Witness Presence

Ensure required witnesses attend the signing.

05

Notarial Certificate

Complete notary acknowledgement or jurat as required.

06

Record Journal Entry

Notary logs the session per state rules.

07

Attach Notary Proof

Include notarized certificate with the resolution.

08

File Certified Copy

Store the notarized copy in minute book and vault.

Risks and Consequences of an Improper Resolution

Invalid Authority: Counterparties may refuse to recognize actions.

Bank Refusal: Banks can reject account changes without certified proof.

Contract Voidance: Undersigned transactions risk being unenforceable.

Regulatory Penalties: Certain filings may incur fines for noncompliance.

Tax Consequences: Incorrect resolutions can trigger withholding or reporting issues.

Recordkeeping Failures: Poor records increase litigation exposure.

Practical Tips to Avoid Common Execution Problems

Adopt consistent drafting and signing practices to reduce rework, delays, and rejection by banks or regulators.

Use Clear Grant Language

State the authority being granted in plain terms and include monetary or temporal limits to prevent misinterpretation by third parties.

Record Vote Details

Include the meeting date, vote totals, and any written consents to provide a full evidentiary trail in the minute book.

Match Names to IDs

Ensure signer names match government ID and state filing records to avoid bank or vendor rejection during verification.

Keep Certified Copies

Have the corporate secretary certify copies and maintain a tamper-evident digital archive with audit trail for retrieval.

eSignature Vendor Comparison for Executing Resolutions

Common vendor features and starting prices to consider when executing Legal Member Resolutions electronically. signNow appears first per comparison convention.

	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 trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-World Examples of Resolutions in Use

Two brief examples show how organizations document authority via member resolutions in practice.

Optica Ventures LLC

Optica adopted a resolution to authorize an investment manager to execute transactions.

The resolution named the manager and set dollar limits.
The certified copy was provided to the custodian and retained in the minute book to evidence authority in future audits.

Martin Properties

Martin Properties used a member resolution to open escrow accounts for a property sale.

The resolution identified signatories and bank instructions.
A notarized certified copy was submitted to the bank and a digital copy with audit trail was stored in the corporate records.

Frequently Asked Questions About Legal Member Resolutions

Common questions and concise answers to help avoid execution and acceptance problems with member resolutions.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted, provided intent, consent, attribution, and record retention requirements are satisfied.
When is notarization required?
Notarization is required only if state law or the receiving party specifically demands it—for example, some banks or real estate transactions. Check the recipient and state rules before finalizing execution.
Who may sign the resolution?
Authorized signers are those specified by company governing documents (operating agreement, bylaws) or as named in the resolution; identify signers by full legal name and title to avoid confusion.
What if a field has an error?
If an error is discovered, prepare an amendment or corrective resolution, have it approved and signed following the same formalities, and attach it to the original record to preserve chain of custody.
How long must I keep the record?
Retain the signed resolution for the active term plus a reasonable post-termination period; finance-related records follow IRC §6501(a) (3 years) and HIPAA records 45 CFR §164.530(j) (6 years) where applicable.
What supporting documents are typical?
Attach meeting minutes, vote tallies, certificates of incumbency, contracts being authorized, and notarizations if performed; certified copies aid acceptance by banks and regulators.

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