Are electronic signatures legally valid?

Yes. Under the federal ESIGN Act and most state UETA statutes, electronic signatures are legally equivalent to handwritten signatures provided intent, consent, attribution, and record retention requirements are met. Exceptions include certain testamentary documents and specified court filings.

When does the statement require notarization?

Notarization depends on state law and recipient requirements. While a membership statement often functions without notarization, banks, title companies, or specific filings may require a notarized acknowledgement or witness signatures. Confirm with the receiving party or state filing office.

How to correct errors in the statement

Amend the statement with a dated, signed amendment or restatement agreed to by all members. Require initials on each changed page and maintain an amendment log. Avoid handwritten alterations without formal acknowledgement to reduce disputes about authority.

Do banks accept unsigned or unauthenticated copies?

Banks typically require original signed documents or notarized copies to verify authority; some banks will accept certified digital copies with audit trails. Confirm the bank's requirements before relying on electronic copies for account opening or signatory changes.

Can I eSign this document across multiple states?

Yes. ESIGN provides national enforceability for interstate transactions and most states have adopted UETA. Ensure the signing process meets the receiving jurisdiction's authentication and notarization rules, particularly if remote notarization or witnesses are involved.

How long must I keep the statement?

Retain the executed statement for the full term of the agreement plus at least three years; many businesses keep records seven years or longer for tax, real estate, and regulatory reasons. Consult counsel for industry-specific retention guidance.

Electronic Signature
Templates
Legal
Legal Members Statement

Legal Members Statement

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

LEGAL MEMBERS STATEMENT

This Legal Members Statement (the Statement) is made as of by and between Company Name: State of Formation: and Member Representative: .

Recitals

WHEREAS, the Company is a limited liability company formed under the laws of the state identified above and maintains records of its members and their respective capital accounts and percentage interests; and

WHEREAS, the Member Representative is authorized by the persons listed below to certify the accuracy of the membership information and to make representations and warranties on behalf of the listed members; and

WHEREAS, the Company and Member Representative desire to set forth the membership, capital contributions, ownership percentages and related certifications as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Statement, the following terms have the meanings set forth below: "Effective Date" means the date set forth above; "Capital Contribution" means the initial and any subsequent contributions to the capital of the Company recorded in the Company's books; "Percentage Interest" means the member's ownership percentage in the Company as reflected in the Company's records as of the Effective Date.

2. Membership Statement

The Company certifies that the following persons are members of the Company and that the capital contributions and percentage interests set forth opposite their names are accurate as of the Effective Date.

Member 1

Name: Address:

Capital Contribution: Percentage Interest: Date of Admission:

Member 2

Name: Address:

Capital Contribution: Percentage Interest: Date of Admission:

Member 3

Name: Address:

Capital Contribution: Percentage Interest: Date of Admission:

3. Capital Contributions; Ownership

The Company confirms that the total capital contributions of all members as of the Effective Date aggregate , and that the Percentage Interest entries above reflect the Company’s books and records. Any additional contributions or transfers after the Effective Date shall be recorded in the Company’s books and shall be effective only upon amendment pursuant to the Company's governing instrument.

4. Representations and Warranties of Member Representative

The Member Representative represents and warrants that: (a) the information set forth in Section 2 is true, accurate and complete to the best of the Member Representative's knowledge as of the Effective Date; (b) the persons listed have authorized the Member Representative to execute this Statement on their behalf; and (c) no pending agreement, judgment or obligation exists that would materially impair the members' ability to perform their obligations under the Company's governing documents.

5. Representations of the Company

The Company represents that as of the Effective Date: (a) the Company is duly organized and in good standing in the state of its formation; (b) the Company's books and records accurately reflect the members, capital accounts and Percentage Interests set forth in Section 2; and (c) there are no outstanding options, warrants, or other rights that would dilute the Percentage Interests except as disclosed in writing to the Member Representative.

6. Tax Classification and Withholding

The Member Representative certifies that the following tax classification applies with respect to the Company for federal and applicable state tax purposes:

Tax Classification (select all that apply): Partnership
Corporation
S Corporation
Disregarded Entity

7. Books, Records and Access

The Company shall maintain, or cause to be maintained, complete and accurate books and records reflecting the membership, capital accounts, allocations and distributions. The Member Representative and any authorized designee of the members shall have access to such books and records during normal business hours upon reasonable prior written notice.

8. Notices

All notices, requests, demands and other communications under this Statement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

Company Notice Address: Member Representative Notice Address:

9. Governing Law

This Statement shall be governed by and construed in accordance with the laws of the state of formation of the Company without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

10. Entire Agreement

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements and representations, whether written or oral.

11. Severability

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

12. Amendments; Waiver; Counterparts

This Statement may be amended only by a written instrument executed by the Company and the Member Representative. No waiver of any provision shall be effective unless in writing and signed by the party to be charged. This Statement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original.

13. Certifications

The Member Representative certifies, on behalf of the listed members, that the information in this Statement is true, correct and complete, that the Member Representative is duly authorized to execute this Statement, and that the execution and delivery of this Statement will not violate any agreement or instrument to which any party is bound.

Additional Statements or Explanations (if any):

IN WITNESS WHEREOF, the parties have executed this Legal Members Statement as of the Effective Date set forth above.

For the Company:

Party:

By:

Date:

For the Member Representative:

Party:

By:

Date:

What a Legal Members Statement Is and when it's used

The Legal Members Statement is a formal document that records the identities, ownership interests, and legal roles of members in an entity such as an LLC or membership-based organization. It typically lists each member's full legal name, ownership percentage or class, capital contributions, voting rights, and any special rights or restrictions. The statement serves as an internal record for governance, taxation, and regulatory purposes and can be used in transactions, audits, or disputes to evidence membership composition. It may be included with formation records, annual reports, or presented to banks and other third parties.

Why a clear members statement matters

A Legal Members Statement clarifies ownership and decision-making authority, reduces disputes by documenting contributions and voting rights, and supports compliance with tax, banking, and regulatory requirements under state LLC statutes and federal tax rules. It improves transparency for internal and external reviewers.

Typical users and stakeholders

Organizations and legal counsel commonly prepare and maintain a Legal Members Statement for governance, reporting, and transaction support.

LLCs and limited partnerships documenting member ownership, capital contributions, and voting classes.
Corporate legal teams and outside counsel using the statement in due diligence or mergers.
Banks, lenders, and title companies verifying signatory authority and ownership for accounts or transfers.

Smaller member-managed groups and professional services firms also use the statement to avoid ambiguity and to streamline audits and financial reporting.

Step-by-step: completing the Legal Members Statement

Follow these steps to complete a Legal Members Statement accurately, with attention to names, ownership, signatures, and supporting documentation.

01

Prepare: Gather member information, IDs, and contribution records.
02

Draft: List names, ownership percentages, roles, and restrictions.
03

Review: Have each member verify details and initial changes.
04

Execute: Collect signatures, dates, and notarization if required.

Security, compliance, and required technical details

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

Audit Trail: Timestamped logs with IP and action history

Certifications: SOC 2 Type II, ISO 27001, PCI DSS

HIPAA Support: BAA available for covered entities

Legal Frameworks: Complies with ESIGN and UETA

21 CFR Compliance: Supports 21 CFR Part 11 workflows

Key risks and potential penalties to avoid

Incorrect Ownership: May trigger IRS review or audit

Wrong TIN: Backup withholding at 24% possible

Late Filing: Penalties up to $330 per form

Notarization Failure: Document may be invalid for filing

Disputed Authority: Bank or counterparty may freeze accounts

Intentional Misstatement: Exposure to higher fines and sanctions

Common preparation mistakes

Using inconsistent member names across documents (bank account, tax filings, operating agreement) which causes verification delays and potential tax withholding.
Failing to list precise ownership percentages or class rights, leaving ambiguity that complicates voting, distributions, and exit valuations.
Omitting dates for contributions and signatures, which can affect capital account calculations and statute of limitations for disputes.
Assuming verbal agreements supersede written statements; without written amendments, member rights remain as documented and enforceable.

Essential elements of a professional members statement

A professional Legal Members Statement is organized, dated, signed, and includes verification details to ensure it functions as reliable evidence for governance, banking, and tax purposes.

Member Roster

Full list of members with legal names, contact information, membership class, and ownership percentage. Use consistent formatting to match EIN and tax filings to prevent administrative confusion.

Contribution Records

Document initial capital contributions and subsequent investments with dates, amounts, and valuation methods for noncash assets; include receipts or board approvals where applicable for audit trails.

Voting Provisions

Specify voting rights, classes, quorum requirements, and procedures for meetings and written consents. Clearly state thresholds for amending the operating agreement and describe proxy and absentee voting rules.

Signatures & Dates

Provide signature blocks for each member with printed name, capacity, date, and notarization or witness lines if state law or the operating agreement requires them.

Amendment Log

Include a revision history showing amendments, effective dates, and approvals. Require member initials on changes to confirm acknowledgement and maintain a clear audit trail for future disputes.

Supporting Docs

Attach relevant exhibits such as operating agreement excerpts, tax forms (W-9), member meeting minutes, and bank account authorizations that corroborate the membership facts and capital account statements.

Where to send the completed statement

Typical routing for a Legal Members Statement involves drafting, member review, execution, and distribution to internal records, banks, and tax advisors.

Draft: Prepare statement and attach supporting exhibits.
Member Review: Circulate for verification and initialing.
Execution: Collect signatures and notarize if required.
Distribution: Provide copies to bank, accountant, and legal counsel.

Configuring an electronic workflow for the statement

Configure electronic workflow fields and recipient routing to match signing order, authentication level, and required attachments before sending for signature.

Field Name and Configuration Details	How to set each form field, routing, and authentication options.
Signing Order (Sequential or Parallel)	Sequential or parallel routing options
Authentication Level per Recipient for Signers	Email, SMS code, or KBA verification
Required Attachments and Identification Documents	Upload W-9, operating agreement excerpts, ID scans
Field Types and Conditional Logic	Text, date, signature, initials, conditional fields
Finalization and Audit Trail Delivery	Enable audit trail and final PDF delivery

Delivery formats and integration considerations

Choose delivery channels and integration endpoints that preserve chain-of-custody, meet authentication needs, and align with record-retention policies.

Supported Formats: PDF, DOCX, and fillable HTML supported
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
Authentication Options: Email link, SMS code, or KBA

Typical timelines and response expectations

Key filing and processing timelines for a Legal Members Statement vary by use — tax reporting, banking, and corporate filings each have different expectations.

W-9 or Tax Identification Requests:

Provide on request to payers; needed for tax reporting.

Bank Account Verification and Authority:

Send to bank when opening accounts or updating signers.

State Filing with Secretary of State:

Attach when required for annual reports or entity filings.

Third-Party Due Diligence Reviews:

Respond within auditor or lender timelines, typically 3–10 business days.

Record Retention and Access Requests:

Provide copies for audits; standard retrieval takes 1 to 5 business days.

Real-world uses and outcomes

Real-world examples show how organizations use a Legal Members Statement during account opening, financing, and M&A due diligence.

Small LLC Financing

A three-member LLC prepared a Legal Members Statement before applying for a business line of credit to clarify ownership and control.

Lender required notarized member signatures.
The clear record reduced underwriting questions, accelerated approval, and ensured account signatories matched bank records; the LLC kept the signed statement in its corporate minute book and provided copies to its accountant and counsel.

Mergers & Acquisition Due Diligence

A law firm used a consolidated Legal Members Statement to verify ownership across multiple target entities during M&A due diligence to expedite title and tax reviews.

Saved days on ownership verification.
By attaching supporting exhibits and attorney certifications, the team reduced follow-up requests and created a defensible record for purchase agreement negotiations and post-closing tax allocations and minimized indemnity disputes later.

Practical best practices to reduce friction

Practical tips below help ensure the Legal Members Statement is accurate, enforceable, and auditable for common corporate and financial uses.

Use consistent legal names everywhere

Match the member names with government IDs and IRS records; verify TINs on W-9 forms; avoid initials or nicknames. Consistency prevents bank holds, tax withholding errors, and third-party verification delays during transactions.

Document contributions with dates and valuation

Record monetary and noncash contributions with the date, fair market valuation method, and supporting documentation. For property or services, include appraisals or invoices to substantiate capital accounts and defend allocations in audits or disputes.

Require member verification and initials on amendments

Circulate proposed changes and require member initials on each page or section modified. Maintain an amendment log with dates, approvers, and the reason for change to provide an audit trail and reduce later challenges to authority or terms.

Store signed originals and secure backups

Keep signed originals in a secure corporate minute book and retain encrypted digital copies in a compliant storage system. Document access controls, retention schedules, and exportable tamper-evident PDFs for audits and regulatory requests.

eSignature pricing and capability snapshot for executing the statement

Compare common eSignature plan features and starting prices to evaluate suitability for executing the Legal Members Statement in a compliant workflow.

	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

FAQs: signing, notarization, and storage

Common questions about completing, signing, and delivering a Legal Members Statement, including digital signing, notarization, and recordkeeping, are answered below.

Need help? Contact support

Are electronic signatures legally valid?
Yes. Under the federal ESIGN Act and most state UETA statutes, electronic signatures are legally equivalent to handwritten signatures provided intent, consent, attribution, and record retention requirements are met. Exceptions include certain testamentary documents and specified court filings.
When does the statement require notarization?
Notarization depends on state law and recipient requirements. While a membership statement often functions without notarization, banks, title companies, or specific filings may require a notarized acknowledgement or witness signatures. Confirm with the receiving party or state filing office.
How to correct errors in the statement
Amend the statement with a dated, signed amendment or restatement agreed to by all members. Require initials on each changed page and maintain an amendment log. Avoid handwritten alterations without formal acknowledgement to reduce disputes about authority.
Do banks accept unsigned or unauthenticated copies?
Banks typically require original signed documents or notarized copies to verify authority; some banks will accept certified digital copies with audit trails. Confirm the bank's requirements before relying on electronic copies for account opening or signatory changes.
Can I eSign this document across multiple states?
Yes. ESIGN provides national enforceability for interstate transactions and most states have adopted UETA. Ensure the signing process meets the receiving jurisdiction's authentication and notarization rules, particularly if remote notarization or witnesses are involved.
How long must I keep the statement?
Retain the executed statement for the full term of the agreement plus at least three years; many businesses keep records seven years or longer for tax, real estate, and regulatory reasons. Consult counsel for industry-specific retention guidance.

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