Is an electronic signature legally binding?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and most states’ UETA laws, an electronic signature has the same legal effect as a handwritten signature when intent, consent, attribution, and record retention are satisfied.

When is notarization required?

Notarization depends on document type and state law; some jurisdictions require notarized acknowledgements for recordation or transfer. Check state notary rules and transfer agent requirements before omitting notarization.

Can I use remote online notarization?

Many states permit RON with identity proofing and audio-video recording. Confirm your state’s RON rules and retention requirements before relying on remote notarization.

How do I correct a signed resolution?

Minor clerical errors are often corrected by a subsequent corrective resolution or affidavit. Material changes typically require re-approval and re-execution by the same authority that approved the original.

Who must sign the resolution?

The document should be signed by authorized corporate officers or committee chairs as specified in the charter or bylaws. Ensure signature authority is documented in corporate minutes.

How do I revoke or cancel a resolution?

Revocation requires a new board action or written consent expressly rescinding the earlier resolution. Document the revocation in minutes and notify administrators to halt implementation.

Electronic Signature
Templates
Legal
Legal Option Resolutions Document

Legal Option Resolutions Document

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

LEGAL OPTION RESOLUTIONS DOCUMENT

This Legal Option Resolutions Document (the "Resolution") is adopted by the Board of Directors of Company Name: organized under the laws of Jurisdiction: , with principal office at . The Board meeting at which this Resolution was adopted occurred on Meeting Date: , and this Resolution is effective as of Effective Date: .

RECITALS

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to grant options to certain individuals or entities as incentive and compensation for services rendered or to be rendered to the Company; and

WHEREAS, the Company maintains a stock option plan or equity compensation arrangement under which the proposed option grant may be issued and the Board desires to approve the material terms of the option grant and related documents; and

WHEREAS, the Board has reviewed the proposed terms of the option grant and finds that the grant and related actions described herein are advisable, fair to and in the best interests of the Company and its shareholders.

NOW, THEREFORE, IT IS RESOLVED

Authorization of Option Grant. The Board hereby authorizes the grant of an option to Purchase Shares to Optionee: , whose address is . The number of shares subject to the option shall be shares of Class of Stock: , at an exercise price of per share, subject to the terms below.
Vesting; Term; Transfer Restrictions. The Board establishes the vesting schedule and term as follows: Vesting Schedule: Vesting Commencement Date: . The option shall expire no later than (subject to extension where required by applicable law). The option is non-transferable except by will or the laws of descent and distribution, and any attempted transfer in violation of the Option Agreement shall be null and void.
Option Type. The Board determines that the option shall be treated as: Incentive Stock Option (to the extent permitted) Nonstatutory Stock Option. The Company and optionee shall take such further actions and enter such acknowledgements as necessary to give effect to the chosen tax treatment.
Terms to be Contained in Option Agreement. The option grant shall be evidenced by an Option Agreement containing terms materially consistent with this Resolution and including, without limitation: (a) method of exercise and payment (cash, check, certified check, wire transfer, or other lawful consideration), (b) conditions to exercise, (c) restrictions on transfer and legend requirements, (d) provisions for termination of vesting upon cessation of service, and (e) representations and covenants of the optionee concerning compliance with securities laws. The final Option Agreement shall be in form and substance acceptable to the officers authorized below.
Reservation of Shares. The Company shall reserve for issuance upon exercise of the option the number of shares set forth in this Resolution and shall take such corporate actions as necessary to ensure the availability of such shares, including amending any applicable reserve or plan ledger if required.
Authorization to Execute Documents and Take Actions. Each of the officers named below is authorized, in the name of and on behalf of the Company, to negotiate, finalize, execute and deliver the Option Agreement and any other documents, notices or filings necessary or desirable to effectuate the intent of this Resolution and to perform all acts and things as such officer may deem necessary or desirable to carry out the purposes of this Resolution.
Authorized Officer Name Authorized Officer Title
Compliance with Law and Plan. All grants and actions contemplated by this Resolution shall be subject to compliance with applicable securities laws, tax withholding, and the express terms of any stock option plan under which the option is granted. The Company shall require the optionee to execute such representations, covenants and indemnities as the officers deem necessary to establish compliance.
Notices. All notices under this Resolution or the Option Agreement shall be given to the addresses below until changed by written notice:
Company Notice Address Optionee Notice Address
Amendments; Waiver. Any amendment, modification or waiver of any provision of this Resolution or the Option Agreement shall be effective only if in writing and signed by a duly authorized officer of the Company. No waiver shall be construed as a waiver of any other right or remedy.
Governing Law. This Resolution and any Option Agreement executed pursuant hereto shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction: without regard to conflicts of laws principles.
Entire Agreement; Severability. This Resolution constitutes the entire corporate action and understanding of the Board with respect to the matters contemplated herein. If any provision of this Resolution is held to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

CERTIFICATION

I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors of the Company in accordance with the Company's certificate of incorporation and bylaws, that such Resolution has not been modified or rescinded and is in full force and effect, and that the persons executing the Option Agreement and related documentation on behalf of the Company have been duly authorized to do so.

Company Representative:

By:

Date:

Title:

Secretary of the Board:

By:

Date:

Title:

What the Legal Option Resolutions Document Is

The Legal Option Resolutions Document records a board or authorized committee decision to grant, amend, or exercise options, typically equity awards. It states the grant terms, vesting schedule, exercise price, effective date, approving authority, and any conditions. The document serves as a corporate governance record, supports tax and securities compliance, and creates an auditable trail for internal administrators, transfer agents, and external reviewers. Where permitted by law, the resolution may be executed electronically under ESIGN or state UETA statutes and integrated into equity administration systems.

Why a Clear Resolution Matters for Governance and Compliance

A precise resolution clarifies legal authority, documents corporate action, and reduces later disputes about grant terms, effective dates, or approval procedures. It helps satisfy tax reporting requirements and supports securities compliance by creating a single source of record.

Who Typically Prepares and Signs These Resolutions

Typical users include corporate secretaries, board members, and in-house counsel responsible for governance and equity administration.

Corporate secretary: prepares and archives official resolution language and supporting minutes.
In-house counsel: reviews legal risks, drafts governing clauses, and ensures regulatory compliance.
Board or compensation committee: approves terms, records votes, and sets effective dates.

Keep final signed copies in the minute book and distribute certified copies to equity administrators and payroll for implementation.

Roles That Sign and Implement Resolutions

Corporate Secretary

The corporate secretary drafts resolution language, certifies approved minutes, files the signed resolution in the corporate minute book, and coordinates distribution to registrars and equity administrators for implementation and audit.

In-house Counsel

In-house counsel confirms authority, reviews tax and securities implications, advises on required filings or disclosures, and ensures the resolution language aligns with the company charter and equity plan rules.

Essential Elements to Include in Every Resolution

A professional resolution clearly states authority, terms, dates, recipients, approvals, and delivery instructions so administrators and auditors can act without ambiguity.

Authority

Identify the approving body and cite charter or bylaw provisions authorizing option grants and related corporate action.

Terms

Specify option type, number of shares, exercise price, vesting schedule, and any performance or conversion conditions in full detail.

Effective Date

State the exact effective date of the grant or exercise and whether retroactive application or acceptance conditions exist.

Approvals

Record the vote tally, meeting date, or unanimous written consent and name attendees or recusals as appropriate.

Signatures

Name required signatories, whether electronic signatures are permitted, and any notarization or witness needs for recordation.

Implementation

Direct equity administrators on filing, stock ledger entries, tax withholding, and any required transfer agent instructions.

Step-by-Step: From Draft to Filed Resolution

Follow these sequential steps to prepare, approve, and record a compliant Legal Option Resolutions Document.

01

Draft Resolution: Prepare clear terms and cite authorizing charter provisions for board review.
02

Distribute Materials: Provide full board packet including plan documents and tax summaries.
03

Record Approval: Document vote or written consent and record the minute book entry.
04

Execute and Archive: Obtain required signatures, notarize if needed, and file in the corporate records.

Typical Execution Flow for Electronic Resolutions

Electronic workflows reduce friction while capturing authentication and a time-stamped audit trail required under ESIGN and UETA frameworks.

Upload Document: Add the resolution file in PDF or DOCX format to the signing platform.
Place Fields: Assign signature, date, and approval fields to designated signers.
Authenticate Signers: Use email, SMS code, or stronger authentication depending on risk.
Capture Audit Trail: Record IP, timestamp, and signing actions for future verification.

Recommended Digital Workflow Settings

Configure the signing workflow to match internal governance steps and evidence requirements before sending for signatures.

Field	Configuration
Signer Authentication	Email link, SMS code, or knowledge-based verification per internal policy
Signature Fields	Signature, printed name, title, and date fields for each approver
Conditional Fields	Show additional fields only if specific conditions are selected
Notifications	Email copies to corporate secretary and equity administrator upon completion

Technical and Integration Considerations

Ensure the e-signature platform supports required file formats, authentication strength, and retention capabilities before use.

File Formats: PDF and DOCX support are typical industry standards
Integrations: Connectors for Salesforce, NetSuite, and Google Workspace streamline record updates
Retention: Platform must export signed PDFs and preserve audit trails

Align platform configuration with your document retention, audit, and data-export requirements to maintain an accessible corporate record.

Key Dates and Timing Considerations

Track effective dates, approval deadlines, and related tax or filing timelines tied to option grants and exercises.

Grant Effective Date:

Date when vesting and rights attach, use MM/DD/YYYY format

Board Approval Date:

Record meeting date or unanimous written consent date in minutes

Transfer Agent Filing:

Submit any required transfer or ledger updates promptly after execution

Tax Reporting:

Coordinate with payroll for withholding and Form 1099/ W-2 timing

Retention Start:

Retention clocks run from execution or creation date, depending on rule

Real-World Examples of Resolutions in Practice

These anonymized excerpts show typical outcomes when resolutions align with governance and administrative processes.

Optica Ventures — COO

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Board approved grant terms quickly using standardized templates.
The streamlined document process reduced administrative follow-ups and kept the registration and ledger updates error-free.

Xerox — Director

airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats.

NetSuite integration automated ledger entries.
Integration reduced manual reconciliation and ensured grants posted accurately to participant accounts.

Common Preparation Mistakes to Avoid

Using initials instead of full signatures creates ambiguity and may be rejected by transfer agents or auditors.
Inconsistent recipient names between grant documents and payroll records can trigger withholding or reporting errors and delays.
Failing to cite the specific charter or plan authorization can limit enforceability during shareholder or regulatory review.
Omitting clear effective dates leads to disputes over vesting commencement and tax treatment.

Potential Penalties and Legal Risks

1099 Penalties: Late filing fines per IRC §6721

Intentional Disregard: $660+ per form, no cap

I-9 Violations: $281–$2,789 per violation

Invalid Signatures: May render exercise void

Incorrect Date: Tax or vesting consequences follow

Notary Failure: Can delay recordation or transfer

eSignature Platform Pricing Snapshot for Document Execution

Basic pricing and feature availability across common eSignature vendors to help compare costs and compliance capabilities for executing Legal Option Resolutions Documents.

	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 free trial	Trial available	Trial available	Trial available	Trial available
Bulk Send	Yes	Yes	Yes	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions

Answers to common questions about enforceability, electronic signatures, notarization, corrections, and revocation for Legal Option Resolutions Documents.

Need help? Contact support

Is an electronic signature legally binding?
Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and most states’ UETA laws, an electronic signature has the same legal effect as a handwritten signature when intent, consent, attribution, and record retention are satisfied.
When is notarization required?
Notarization depends on document type and state law; some jurisdictions require notarized acknowledgements for recordation or transfer. Check state notary rules and transfer agent requirements before omitting notarization.
Can I use remote online notarization?
Many states permit RON with identity proofing and audio-video recording. Confirm your state’s RON rules and retention requirements before relying on remote notarization.
How do I correct a signed resolution?
Minor clerical errors are often corrected by a subsequent corrective resolution or affidavit. Material changes typically require re-approval and re-execution by the same authority that approved the original.
Who must sign the resolution?
The document should be signed by authorized corporate officers or committee chairs as specified in the charter or bylaws. Ensure signature authority is documented in corporate minutes.
How do I revoke or cancel a resolution?
Revocation requires a new board action or written consent expressly rescinding the earlier resolution. Document the revocation in minutes and notify administrators to halt implementation.

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