What is a member resolution?

A member resolution is a written record of a decision authorized by an LLC’s members or managers. It documents the action taken, identifies approvers, and explains authority, serving as proof for banks and counterparties.

Who must sign the resolution?

Signers are the members or managers authorized under the operating agreement. If the agreement names specific officers, include their printed names and titles to ensure third parties accept the document.

Can a resolution be e-signed?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

Is notarization required?

Not typically required for internal validity, but banks or other third parties may insist on notarization or a certified copy. Check the receiving party’s policy before execution.

How do I revoke a resolution?

Adopt a subsequent resolution explicitly revoking prior authority, record it in company minutes, and distribute the revocation to affected third parties and record custodians.

What records should be retained?

Keep executed resolutions with corporate minutes and maintain an auditable copy. Retain for at least three years after the action plus any longer period required by IRS, HIPAA, or state rules.

Electronic Signature
Templates
Legal
Legal Member Resolutions Form

Legal Member Resolutions Form

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LEGAL MEMBER RESOLUTIONS FORM

This Member Resolution is made as of by and between Company Name: , a limited liability company organized under the laws of , with principal office at (the "Company"), and Member Name: , whose address is (the "Member").

RECITALS

WHEREAS, the Member is the holder of membership interests in the Company and is authorized by the operating agreement and applicable law to adopt written resolutions on behalf of the Company;

WHEREAS, the Member has determined that it is in the best interest of the Company to authorize certain actions, contracts and corporate acts as set forth in the resolutions below;

WHEREAS, the Member desires to memorialize the adoption of such resolutions and to authorize officers or other authorized persons to take actions necessary to effectuate the same.

NOW, THEREFORE, BE IT RESOLVED that the Member adopts the following resolutions and authorizes the actions described herein.

1. ADOPTION OF RESOLUTIONS

The Member hereby approves and adopts the following specific resolutions (select applicable items and provide details where indicated):

Authorize execution and delivery of agreements and instruments.

Authorize opening, maintaining and closing bank accounts and appointing signatories.

Bank Name Authorized Signatories and Limitations

Approve capital contributions or loans to the Company.

Amount of Contribution or Loan Terms and Conditions

Appoint or remove officers, managers or agents of the Company.

Name and Title of Appointee Authority Granted

Approve specified amendments to the Operating Agreement.

2. AUTHORIZATION

Resolved, that any officer, member, manager or other authorized representative of the Company, including but not limited to the individual identified below, is hereby authorized, empowered and directed to execute, deliver and perform any and all documents, instruments and certificates, and to take any and all actions, necessary or desirable in the opinion of such person to effectuate the foregoing resolutions.

Primary Authorized Person Scope of Authority

3. RECORD OF VOTE

The undersigned hereby certifies that the resolutions set forth above were proposed and duly adopted by the Member at a meeting or by written consent in accordance with the operating agreement and applicable law. The vote or consent on the foregoing resolutions was as follows:

Number of Votes in Favor Number of Votes Opposed Number of Abstentions

4. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

Company Notice Address Member Notice Address

5. MISCELLANEOUS

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the state of without regard to choice of law principles.

Entire Agreement. These resolutions constitute the entire written action of the Member with respect to the matters herein and supersede any prior written member consents or resolutions to the extent they are inconsistent with these resolutions.

Severability. If any provision of these resolutions is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

Amendments and Waiver. These resolutions may be amended or waived only by written instrument executed by the Member in the same manner as required for the original adoption.

Counterparts and Electronic Signatures. This Resolution 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 shall be effective to bind the parties.

CERTIFICATION

I hereby certify that I am a duly authorized member or officer of the Company and that the foregoing resolutions were duly adopted and are in full force and effect as of the date first written above.

Company Printed Name:

By:

Date:

Member Printed Name:

By:

Date:

What the Legal Member Resolutions Form Is

A Legal Member Resolutions Form documents decisions approved by an LLC’s members or managers, such as authorizing transactions, appointing officers, opening bank accounts, or approving agreements. It records the action taken, identifies the approving members, and specifies the effective date and scope of authority. The form often accompanies organizational minutes, corporate records, or bank account applications and can be used to prove corporate authority to third parties. Accurate wording and clear signatures help ensure that third parties rely on the resolution without dispute.

Why a Clear Resolution Matters

A properly prepared Legal Member Resolutions Form creates a durable record of member approvals, reduces ambiguity about who may act for the LLC, and supports compliance with banking, contractual, and regulatory requirements.

Who Typically Prepares and Uses This Form

Typical users draft or request member resolutions when corporate authority must be evidenced to banks, vendors, or regulators.

LLC managers or members who must record formal approvals for corporate acts and delegations of authority.
Corporate counsel or outside attorneys preparing minutes or advising on the legal sufficiency of the resolution language.
Bank compliance officers or commercial partners who require written evidence of authorized signers or transaction approval.

Use the form whenever an internal decision needs a formal record or when a third party requests written proof of member authorization.

Key Signatories and Roles

Authorized Member

A named LLC member or manager whose authority to act is expressly recorded. Include legal name, title (e.g., Manager), and an identification method; the signer must match name on company records and bank authorization.

Corporate Secretary

An officer or recorded custodian of corporate records who attests to the accuracy of minutes and resolutions. Their attestation helps third parties rely on the document and can be required by banks or state agencies.

Essential Elements to Include in Every Resolution

A professional Legal Member Resolutions Form is concise, unambiguous, and includes identifying, contextual, and execution elements that lenders and counterparties expect to see.

Title

Clear heading naming the LLC, the document type, and the meeting or written consent reference so readers immediately understand the authority being recorded.

Recitals

Brief background statements describing the reason for the resolution, the applicable governing documents, and any authorization prerequisite relied upon by the members.

Resolved Actions

A numbered list of specific authorizations (open account, execute agreement, appoint agent), using precise language and dollar amounts or limits where applicable.

Effective Date

The exact date the resolution takes effect, or language stating that it is effective immediately upon approval, to avoid downstream disputes about timing.

Signatures

Printed names, titles, signature lines, and dates for each approving member or manager; include attestations or countersignatures when required by bylaws or banks.

Certification

A short certificate by the signer or secretary confirming that the resolution is in the company records and remains in force until amended or revoked.

Step-by-Step: Completing a Member Resolution

Follow these sequential steps to prepare, approve, and distribute a legally effective resolution for your LLC.

01

Draft the resolution: Describe the action precisely and include amounts or limits.
02

Review authority: Confirm the LLC operating agreement permits the action or check member vote thresholds.
03

Record approval: Have members sign or document a written consent in accordance with governing rules.
04

Distribute copies: Provide executed copies to banks, counterparties, and company records custodian.

How to Configure an Online Resolution Workflow

Set up roles, fields, and routing so each signer receives the document in the right order and required data is captured consistently.

Field	Configuration
Signer order	Define primary approver, countersigner, and attestor
Required fields	Mark legal name, title, signature, and date as mandatory
Authentication	Set email and optional SMS code for signer verification
Audit trail	Enable full event logging and final certificate

Where to Send or File the Completed Resolution

After execution, deliver the resolution to internal recordkeepers and any external parties that require proof of authority.

Company Records: Store signed resolution with minutes and organizational documents.
Bank or Lender: Provide original or certified copy when opening accounts or authorizing signers.
Counterparties: Attach to contracts or agreements that rely on member authority.
Regulatory Filings: File only if requested by a regulator or required for a specific transaction.

Digital Signing and Submission Considerations

Use an eSignature workflow that preserves the audit trail, supports required authentication, and produces a tamper-evident signed PDF.

Authentication: Email link, SMS, or stronger methods such as KBA or SSO as needed.
File formats: Export signed PDF/A with embedded audit trail for long-term retention.
Integrations: Connect to CRM, ERP, or cloud storage for automated recordkeeping.

Risks of an Incorrect or Missing Resolution

Contractual Invalidity: Third parties may refuse to honor actions

Bank Refusal: Banks may decline account changes

Personal Liability: Members risk veil piercing claims

Regulatory Penalties: Fines if filings lack required authorizations

Tax Consequences: Incorrect authority can affect reporting

Operational Delays: Transactions may be postponed pending proof

Common Mistakes to Avoid

Using vague language that does not specify dollar limits, timeframes, or the precise authority being delegated, which can lead to disputes.
Failing to match signer names to formation documents or bank records, causing third parties to reject the resolution or request additional verification.
Not retaining an auditable, tamper-evident signed copy with a certificate of completion, which undermines the ability to prove the signing event.
Assuming notarization is always required; unnecessary notarization delays execution while omitting a required notarization may make the document unacceptable.

Practical Tips for Accurate and Efficient Completion

Follow a repeatable process to draft, approve, and store resolutions so they are reliable and easily found when needed.

Standardize templates

Use a single firm-approved template with placeholders for names, amounts, and dates to reduce drafting errors and speed review cycles across transactions.

Confirm authority limits

Review the operating agreement and prior resolutions to confirm voting thresholds and whether member or manager approval is required for the proposed action.

Use clear execution blocks

Include printed name, title, signature line, and date; add a notary block only when a third party requires notarization or state law mandates it.

Keep auditable records

Store executed PDFs with embedded audit trails, and keep a physical or certified copy when banks or regulators request original documentation.

Real-World Examples of Member Resolutions

Two concise scenarios show typical uses: authorizing bank accounts and delegating signing authority for specific transactions.

Optica Ventures LLC — Brian Fitzgibbons

When opening a commercial account, the members adopted a resolution naming authorized signers.

signNow facilitated rapid signatures and consistent records.
Brian Fitzgibbons, COO, noted the interface is simple and easy-to-use for the team and customers.

Martin Properties — Tim Martin

Members passed a resolution delegating leasing approvals to a property manager.

The resolution specified monetary thresholds and reporting intervals.
Tim Martin reported the ability to process and execute documents online with compliance and security across devices.

eSignature Vendor Pricing and Feature Comparison

Compare common plan starting prices and practical feature differences for eSignature platforms often used to execute corporate 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 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

Frequently Asked Questions About Member Resolutions

Answers to common procedural and legal questions about drafting, executing, and relying on a Legal Member Resolutions Form.

Need help? Contact support

What is a member resolution?
A member resolution is a written record of a decision authorized by an LLC’s members or managers. It documents the action taken, identifies approvers, and explains authority, serving as proof for banks and counterparties.
Who must sign the resolution?
Signers are the members or managers authorized under the operating agreement. If the agreement names specific officers, include their printed names and titles to ensure third parties accept the document.
Can a resolution be e-signed?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.
Is notarization required?
Not typically required for internal validity, but banks or other third parties may insist on notarization or a certified copy. Check the receiving party’s policy before execution.
How do I revoke a resolution?
Adopt a subsequent resolution explicitly revoking prior authority, record it in company minutes, and distribute the revocation to affected third parties and record custodians.
What records should be retained?
Keep executed resolutions with corporate minutes and maintain an auditable copy. Retain for at least three years after the action plus any longer period required by IRS, HIPAA, or state rules.

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