Who must approve the resolution?

Approval typically follows the organization’s governing documents. For corporations, a board resolution or member vote per bylaws is standard; check bylaws for quorum and voting requirements to ensure authority.

Is notarization always required?

Not always. Some recipients require notarized or certified copies; state filing offices may not. Confirm with the receiving institution and follow state-specific notarization requirements when necessary.

Can the resolution be e-signed?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are generally valid, provided intent, consent, attribution, and retention requirements are met. Verify recipient acceptance.

What supporting documents are needed?

Common attachments include board minutes, articles of amendment, a certified secretary’s certificate, and identification for individuals. Specific recipients may request additional proofs such as EIN confirmation or license updates.

How should I deliver certified copies?

Provide certified printed copies or certified digital copies if accepted. Keep an internal log of recipients and delivery methods to demonstrate proper notice and distribution.

What if a bank refuses to accept the resolution?

Request written reasons, confirm required form and notarization, and provide any missing certification or corporate records. If necessary, obtain an attorney’s letter or an updated certified secretary’s certificate to satisfy the bank’s requirements.

Electronic Signature
Templates
Legal
Legal Name Change Resolution

Legal Name Change Resolution

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

LEGAL NAME CHANGE RESOLUTION

The undersigned board of directors hereby adopts the following resolution for: Legal Entity Name: organized as a Corporation Limited Liability Company Partnership under the laws of the State of , formed on .

RECITALS

WHEREAS, the board of directors has determined that it is in the best interests of the company that the corporate name be changed from to ;

WHEREAS, a meeting of the board of directors was duly called and held at on , at which a quorum was present and acting throughout;

WHEREAS, the board has considered all relevant factors and believes that the proposed name change will promote the interests of the company and its stakeholders.

NOW, THEREFORE, BE IT RESOLVED

1. Adoption of New Name. The board hereby adopts and approves the change of the company's legal name to (the "New Name"). The New Name shall be the company's name for all purposes, subject to any required filings and approvals.

2. Effective Date. The change of the company's legal name shall become effective on , or upon the filing and acceptance of necessary instruments with the appropriate governmental authority, whichever is later.

3. Amendment of Governing Documents. The board authorizes and directs that the certificate of formation or articles of incorporation and any other governing documents be amended as necessary to reflect the New Name. The form and substance of such amendments are approved, and the chief executive officer, president, secretary and any other authorized officer (each, an "Authorized Officer") are each hereby authorized and directed to execute and deliver such amendments and to take all actions necessary or desirable to cause such amendments to be filed with the appropriate governmental authorities.

4. Authority to File. The board hereby authorizes an Authorized Officer to prepare, execute and file any and all documents, instruments and certificates, and to pay any related fees, to effect the New Name, including any certificates of amendment, statements of change or similar instruments required by the applicable jurisdiction. The Authorized Officer is further authorized to engage and delegate to outside counsel or agents any filing tasks necessary to accomplish the foregoing.

5. Ratification. All actions previously taken by any Authorized Officer in connection with the matters contemplated by this resolution are hereby ratified, confirmed and approved in all respects.

6. Corporate Records. The secretary of the company is directed to enter this resolution into the minute book of the company and to take all steps necessary to reflect the New Name in corporate records, books and registers.

REPRESENTATIONS; FURTHER ACTIONS

7. Representations. Each Authorized Officer is authorized to represent to any third party that this resolution has been duly adopted and remains in full force and effect, and to execute and deliver certificates or other documents certifying such facts.

8. Further Acts. The Authorized Officers are authorized to take such other actions and execute such other instruments as in their judgment may be necessary or advisable to carry out the intent and purposes of this resolution, including the correction of typographical errors and the preparation of transitional materials reflecting the New Name.

GOVERNING PROVISIONS

Governing Law. This resolution shall be governed by and construed in accordance with the laws of the State of .

Entire Agreement. This resolution constitutes the entire resolution of the board relating to the subject matter hereof and supersedes all prior resolutions with respect thereto.

Severability. If any provision of this resolution is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

Notice Address for Filings and Communications Additional Instructions (optional)

CERTIFICATION OF ADOPTION

I hereby certify that the foregoing resolution was duly adopted by the board of directors of the company in accordance with applicable law and the bylaws of the company on , and that the resolution remains in full force and effect as of the date below.

Company / Party A:

Printed Name:

By (Signature):

Title:

Date:

Secretary / Party B:

Printed Name:

By (Signature):

Title:

Date:

What a Legal Name Change Resolution Is and when it’s used

A Legal Name Change Resolution is a formal written record, approved by an authorized body or signatory, that documents and authorizes an individual or entity to change its legal name in official records. For businesses, a board or member resolution typically evidences corporate approval to amend governing documents, update registrations, or instruct agents to file name-change paperwork with state agencies. For trusts, nonprofits, and other organizations, a resolution establishes authority, effective dates, and the specific identity change to be recorded. The document is often required by banks, government agencies, and third parties to process registration or account updates.

Why a clear resolution matters

A concise resolution creates a single authoritative record of name-change authority, reduces delays with financial institutions and state filings, and helps ensure downstream identifiers (TINs, licenses, registrations) are updated consistently and defensibly.

Who typically prepares and relies on this resolution

Keep a certified copy with corporate records and provide copies to institutions that require proof of the authorized name change.

Corporate Secretary or Board Member: Prepares and certifies the corporate resolution for filing with the Secretary of State and banks.
Registered Agent or Incorporation Specialist: Uses the resolution to update state records, articles of amendment, and public filings.
Bank or Financial Officer: Requires the resolution to update account names, signatory lists, and tax reporting information.

Who can sign and certify this resolution

Board Chair

Often signs and certifies corporate resolutions. The Board Chair’s signature, sometimes countersigned by the corporate secretary, demonstrates formal board approval and may be required by banks and state agencies for account or registration changes.

Corporate Secretary

Certifies that the resolution is an accurate record of a board or membership vote. The secretary typically attests to corporate minutes, provides the corporate seal if available, and supplies certified copies to third parties.

Step-by-step: preparing and approving the resolution

Follow these steps to prepare, approve, and distribute a Legal Name Change Resolution with minimal processing delays.

01

Draft the resolution: State the old and new legal names and the effective date.
02

Obtain authorization: Record a board or member vote according to bylaws.
03

Certify the document: Have the secretary or authorized officer sign and date.
04

Distribute certified copies: Provide copies to banks, agencies, and registrars.

Typical online workflow settings for completing a resolution

Set up an online template to collect approvals, capture timestamps, and produce certified copies automatically.

Field	Configuration
Signature Field	Required for authorized signers
Date Field	Auto-populate or require manual date entry
Certification Stamp	Optional image field for corporate seal
Access Control	Restrict editing to administrators

Where the completed resolution typically goes

After approval, route certified copies to parties that need proof of the name change in a defined sequence to avoid compliance gaps.

Corporate Records: Place the signed original in the minute book.
State Filing: File articles of amendment or equivalent with Secretary of State.
Financial Institutions: Deliver certified copy to banks and lenders.
Licenses and Contracts: Update professional licenses, permits, and major contracts.

Digital signing and technical delivery considerations

Verify recipient acceptance for electronic or notarized copies and retain a tamper-evident audit trail for future verification.

File formats: PDF, DOCX
Authentication: Email, SMS, or advanced methods
Integration: CRM and cloud storage

Key risks and consequences of incorrect or incomplete resolutions

Filing Delays: Can block registrations

Bank Rejection: Accounts may not update

Tax Mismatch: Triggers backup withholding

Invalid Authority: Third parties may refuse acceptance

Notarization Errors: May void filings

Legal Exposure: Disputes over ownership

Common mistakes to avoid when preparing a resolution

Using an informal title or unclear effective date that creates ambiguity for banks and registrars and delays processing.
Failing to match the new name format to official formation documents, including omission of corporate suffixes or typographic differences.
Not certifying or sealing copies when recipients specifically require a certified resolution or secretary’s attestation.
Assuming electronic acceptance without first confirming that a receiving institution or state office accepts e-signed or notarized digital copies.

Practical tips for reliable preparation and distribution

Apply these practices to reduce turnaround time and ensure acceptance by banks, regulators, and counterparties.

Use a standard template and checklists

Maintain a clear template that includes old and new names, effective date, authority clause, and a signature block. Cross-check entries against formation documents and bylaws before finalizing to prevent avoidable rejections.

Get a certified copy for key recipients

Provide a certified copy attested by the corporate secretary when delivering to banks, licensing boards, or state agencies. Certified copies reduce requests for additional proof and speed administrative updates.

Confirm acceptance of electronic signatures

Before relying on e-signed copies, confirm that the receiving party accepts electronic signatures or remote notarization. Some institutions still require wet-ink originals or in-person notarization.

Retain an audit trail and distribution log

Keep a record of who received the certified resolution, method of delivery, and timestamps. This helps resolve disputes and demonstrates due diligence if questions arise later.

Typical eSignature vendor pricing and capability comparison

Common vendor choices differ on price, envelope limits, bulk-send features, and HIPAA support; signNow appears first for easy comparison.

	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	Yes, 7-day trial	Varies	Varies	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Realistic examples of how a resolution is used

The following scenarios show common ways organizations document and apply an approved name change in downstream processes.

Local Nonprofit Update

A nonprofit board approves a name change at a regular meeting, records the vote in minutes, and adopts a resolution to authorize filings with the state

The secretary certifies the minutes and the resolution
The certified resolution is included with the articles amendment, sent to the IRS for correspondence updates, and provided to the bank to update accounts and donor records, minimizing interruption to operations.

Corporate Rebranding

A company’s board resolves to adopt a new trade name and amends its articles of incorporation to reflect the change

Officers are authorized to execute filings and update contracts
After filing with the Secretary of State, the company provides certified copies to lenders, updates its EIN records as needed, and issues an updated W-9 to major vendors to prevent tax withholding complications.

Frequently asked questions about Legal Name Change Resolutions

Answers to common questions about authority, notarization, e-signatures, and distribution to help avoid processing delays.

Need help? Contact support

Who must approve the resolution?
Approval typically follows the organization’s governing documents. For corporations, a board resolution or member vote per bylaws is standard; check bylaws for quorum and voting requirements to ensure authority.
Is notarization always required?
Not always. Some recipients require notarized or certified copies; state filing offices may not. Confirm with the receiving institution and follow state-specific notarization requirements when necessary.
Can the resolution be e-signed?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are generally valid, provided intent, consent, attribution, and retention requirements are met. Verify recipient acceptance.
What supporting documents are needed?
Common attachments include board minutes, articles of amendment, a certified secretary’s certificate, and identification for individuals. Specific recipients may request additional proofs such as EIN confirmation or license updates.
How should I deliver certified copies?
Provide certified printed copies or certified digital copies if accepted. Keep an internal log of recipients and delivery methods to demonstrate proper notice and distribution.
What if a bank refuses to accept the resolution?
Request written reasons, confirm required form and notarization, and provide any missing certification or corporate records. If necessary, obtain an attorney’s letter or an updated certified secretary’s certificate to satisfy the bank’s requirements.

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