Is an e-signed resolution legally valid?

Yes. Under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, electronic signatures are legally valid if intent, consent, attribution, and record retention are satisfied; include an audit trail to demonstrate these elements.

Do resolutions require notarization?

Generally no; notarization is not required for internal corporate resolutions in most states, but third parties such as banks or title companies may request notarized or certified copies for acceptance.

Can written consent replace a meeting?

Yes. If the operating agreement and applicable state statute permit written consent, members can adopt resolutions by signed written consent in lieu of a meeting; document consent signatures and dates clearly.

What if member names don't match IDs?

Mismatched names may delay third-party acceptance. Ensure the entity and member names match formation documents and IDs; consider attaching supporting ID or a certified copy if requested.

How do I revoke a prior resolution?

Prepare a subsequent resolution expressly revoking or superseding the prior action, recording the revocation in the corporate records and notifying affected third parties in writing.

When should I have counsel review?

Seek legal review for complex transactions, ambiguous operating agreement provisions, or when the action could create significant liability; counsel confirms statutory compliance and drafting precision.

Electronic Signature
Templates
Legal
Legal Members' Resolutions Form

Legal Members' Resolutions Form

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

LEGAL MEMBERS' RESOLUTIONS FORM

This Members' Resolution (the Resolution) is adopted effective as of by the undersigned members of , a limited liability company formed under the laws of (Company), pursuant to the Company's operating agreement and applicable law. The undersigned members are identified below and hold the membership interests set forth herein.

Members and Interests

Member One - Name Member One - Address Member One - Membership Interest (%) Member Two - Name Member Two - Address Member Two - Membership Interest (%)

Recitals

WHEREAS, the members are authorized to take actions by written consent in accordance with the operating agreement of the Company and applicable law; and

WHEREAS, the members desire to approve, authorize and ratify the matters described in this Resolution for the benefit of the Company and its business operations; and

WHEREAS, the members have considered the terms and consequences of the proposed action described below and have determined that such action is in the best interests of the Company.

Now, Therefore, Be It Resolved

The members resolve and adopt the following resolutions by the authority vested in them:

1. Approval of Action

RESOLVED, that the members hereby approve and authorize the Company to take the following action:

RESOLVED FURTHER, that the members determine that the terms of the action are reasonable and fair to the Company and that such action is approved, authorized and ratified in all respects.

2. Authorization to Execute Documents

RESOLVED, that any officer or member designated below is authorized, on behalf of the Company, to execute, deliver and file all documents, instruments and certificates, and to take such actions as may be necessary or desirable to carry out the foregoing resolutions.

Designated Person - Name Designated Person - Title/Capacity

3. Ratification of Prior Acts

RESOLVED, that all actions previously taken by the designated persons, officers or agents of the Company in connection with the matters contemplated by this Resolution are hereby ratified, approved and confirmed in all respects.

4. Delegation of Authority

RESOLVED, that the designated persons may delegate any duties conferred by these resolutions to employees, agents or attorneys of the Company as they deem necessary or appropriate, and any such delegation shall be evidenced in writing signed by the delegating designee.

5. Notices

Notices or communications required or permitted under this Resolution shall be given in writing to the addresses below and shall be effective upon receipt.

Company Notice Address Member One Notice Address Member Two Notice Address

6. Amendments and Waivers

RESOLVED, that these resolutions may be amended, modified or supplemented only by a written instrument signed by members holding a majority of the membership interests unless a greater vote is required by the operating agreement or law. No waiver of any provision shall be valid unless in writing and signed by the party waiving compliance.

7. Governing Law

This Resolution shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

8. Entire Agreement

This Resolution constitutes the entire written resolution of the members with respect to the subject matter hereof and supersedes all prior written resolutions and agreements relating to such subject matter.

9. 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.

10. Counterparts; Electronic Signatures

This Resolution may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be treated as original signatures for all purposes.

Certification of Adoption

The undersigned members hereby certify that the foregoing resolutions were adopted in accordance with the operating agreement and that the signatures below constitute the action of the members as required by the operating agreement and applicable law.

Method of Adoption: Adopted by unanimous written consent Adopted by majority vote of members

Member One - Printed Name:

By:

Date:

Member Two - Printed Name:

By:

Date:

What the Legal Members' Resolutions Form Is

A Legal Members' Resolutions Form records formal decisions made by the members of an LLC or similar member-managed entity and documents authorizations for corporate actions such as appointing officers, approving contracts, opening bank accounts, or admitting new members. The form typically states the meeting date or written consent date, identifies the approving members, sets out the resolution text, and records voting results or unanimous consent. It creates a clear corporate record for internal governance, third-party reliance, and later audit or compliance review when minutes or evidence of authority are required.

Why a Members' Resolution Matters

Members' resolutions provide a documented, contemporaneous record of member approval for significant actions, establishing authority for third parties and reducing disputes. They support corporate governance, demonstrate compliance with operating agreements, and provide evidence for banks, regulators, and courts.

Who Typically Prepares and Uses This Form

Members' resolutions are prepared by managing members, company secretaries, or in-house counsel when formal approval is needed; smaller firms often use a designated member or manager to draft the text before circulating for signature.

Managing members or managers prepare and sign resolutions for operational decisions.
In-house counsel or outside attorneys draft or review resolutions for legal risk mitigation.
Banks, title companies, and counterparties request resolutions to verify signatory authority.

The document is kept with corporate records and shared with external parties — for example, banks, lessors, or counterparties — that need written evidence of member authorization.

Primary Roles and Examples

Managing Member

A managing member drafts or approves the resolution language, confirms voting results, and signs as an authorized representative. Their signature validates that the decision follows the operating agreement and was approved under the required member vote.

Company Counsel

Legal counsel reviews operative language to ensure enforceability, confirms compliance with state LLC statute and the operating agreement, and advises on whether notarization or witness statements are advisable for third-party reliance.

Essential Data Points to Include

Entity Name: Legal name of the LLC

Resolution Date: MM/DD/YYYY format

Action Description: Concise resolution text

Members Voting: Names and vote tallies

Authorized Signatory: Name and title

Record Location: Where minutes are filed

Risks of an Incorrect or Incomplete Resolution

Authority Dispute: Third-party refusal

Contract Invalidity: Counterparty challenge

Bank Rejection: Account access delays

Regulatory Exposure: Compliance gaps

Litigation Risk: Increased legal costs

Recordkeeping Error: Probate or audit issues

Common Preparation Mistakes to Avoid

Using vague language that fails to describe the specific authority granted, which can lead to third-party refusal or later disputes.
Failing to document the correct meeting date or written consent date, undermining the timing and effectiveness of the resolution.
Not recording vote counts or failing to attach the operating agreement provision that authorizes the action, weakening evidentiary value.
Omitting signatory titles, which can make it difficult for banks or vendors to confirm a signer was authorized under company governance.

How to Complete a Members' Resolution, Step by Step

Follow these sequential steps to prepare, approve, and record a Legal Members' Resolutions Form so it is clear, enforceable, and useful for third parties.

01

Draft Resolution: State the action, effective date, and authority in plain language.
02

Confirm Authority: Check the operating agreement for voting thresholds required.
03

Record Vote: Note member names, votes for/against, and abstentions.
04

Sign and File: Authorized members sign; file in corporate records.

Typical Workflow for Approval and Distribution

A standard workflow moves from drafting to member review, signature collection, and filing; understand each touchpoint to streamline approvals.

Drafting: Prepare resolution text and reference legal authority.
Circulation: Share draft with members for review and consent.
Execution: Collect signatures and notarizations if required.
Filing: Store in minute book and provide copies to requestors.

Key Settings for an Online Completion Workflow

When using an online tool, configure authentication, signature order, and retention settings before sending for signature.

Field	Configuration
Signer Authentication	Email + optional SMS code
Signature Order	Sequential or parallel as needed
Audit Trail	Enable complete timestamping
Storage Location	Secure cloud or internal repository

Digital Signing and Submission Considerations

Choose a platform that produces durable signed records, including an audit trail, tamper-evident PDFs, and exportable copies for corporate books.

File Formats: PDF and DOCX supported
Integrations: CRM and cloud storage
Authentication: Email, SMS, or KBA

Key Timing and Filing Expectations

Members' resolutions are effective when approved per the operating agreement; follow these timing practices to preserve authority and evidentiary value.

Effective Date:

Use MM/DD/YYYY to identify when the resolution takes effect.

Notice Periods:

Provide member notice per operating agreement or state LLC statute before meetings.

File With Minutes:

File resolution in the corporate minute book promptly after execution.

Provide Copies:

Supply certified copies to banks or counterparties within days of request.

Record Retention:

Keep original resolution with corporate records for retention period.

Sample eSignature Vendor Comparison for Members' Resolutions

A basic comparison of common eSignature providers highlights starting price, bulk send capability, audit trail, HIPAA support, and envelope limits where applicable.

	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	Yes	Yes	Yes	Yes
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 Members' Resolutions in Use

These short case examples illustrate how resolutions support common business activities and third-party requirements.

Case Study 1

A small investment LLC authorized bank signers to open an escrow account

One member appointed two authorized signatories for banking transactions
The certified resolution, attached to account paperwork, satisfied the bank's requirement and enabled timely closing of the investment round under the agreed timetable.

Case Study 2

A property-holding LLC approved sale of a parcel to a third party

Members voted and recorded unanimous written consent
The resolution, included with closing documents, clarified authority to execute the deed and expedited the title company’s approval and disbursement process.

Frequently Asked Questions About Members' Resolutions

Answers to common legal and practical questions about drafting, executing, and relying on members' resolutions.

Need help? Contact support

Is an e-signed resolution legally valid?
Yes. Under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, electronic signatures are legally valid if intent, consent, attribution, and record retention are satisfied; include an audit trail to demonstrate these elements.
Do resolutions require notarization?
Generally no; notarization is not required for internal corporate resolutions in most states, but third parties such as banks or title companies may request notarized or certified copies for acceptance.
Can written consent replace a meeting?
Yes. If the operating agreement and applicable state statute permit written consent, members can adopt resolutions by signed written consent in lieu of a meeting; document consent signatures and dates clearly.
What if member names don't match IDs?
Mismatched names may delay third-party acceptance. Ensure the entity and member names match formation documents and IDs; consider attaching supporting ID or a certified copy if requested.
How do I revoke a prior resolution?
Prepare a subsequent resolution expressly revoking or superseding the prior action, recording the revocation in the corporate records and notifying affected third parties in writing.
When should I have counsel review?
Seek legal review for complex transactions, ambiguous operating agreement provisions, or when the action could create significant liability; counsel confirms statutory compliance and drafting precision.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now