Can an ordinary resolution be e-signed?

Yes. Electronic signatures are governed by the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure intent, consent, attribution, and retention are documented to satisfy legal validity requirements.

Is notarization required for corporate resolutions?

Generally no for internal governance, but banks, registrars, or third parties may request notarized or certified copies; confirm recipient requirements before signing or submitting.

Who may sign the resolution?

Authorized officers such as the corporate secretary, chair, or designated officer typically sign; ensure signatories are authorized under the bylaws or a prior resolution specifying delegated authority.

How do I certify a copy for a bank?

Prepare a certified copy statement signed by an authorized officer or secretary, include the original resolution reference, and supply any requested bank forms or specimen signatures to ensure acceptance.

What if quorum was lacking?

If quorum was not present, the action may be invalid; consider ratification at a properly convened meeting or via lawful written consent consistent with bylaws and applicable corporate statutes.

How to revoke or amend a resolution?

Resolutions can be amended or rescinded by subsequent board or shareholder action following the same voting thresholds as the original; document the new vote and attach to corporate records for clarity.

Electronic Signature
Templates
Legal
Legal Ordinary Resolution Template

Legal Ordinary Resolution Template

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

LEGAL ORDINARY RESOLUTION

This Ordinary Resolution is made this day of , between Company Name: (the "Company") and Shareholder / Member Name: .

RECITALS

WHEREAS the Company is a corporation duly formed and subsisting under applicable law with registration number and having its registered office at

WHEREAS a meeting of the members of the Company was duly convened and held on day of , (the "Meeting"), at which a quorum was present and acting throughout.

WHEREAS the members present at the Meeting have considered the matters described in this resolution and wish to record their decision as an ordinary resolution of the Company.

NOW, THEREFORE, IT IS RESOLVED

Ordinary Resolution: Resolved, as an ordinary resolution of the members, that the matters set forth in this Resolution are approved and adopted. The members hereby approve the actions described in Section 2 below and authorize the Company's officers to take all steps necessary to effectuate such actions.
Particulars of the Resolution: Resolved further that the Company is authorized to do the following:
Authority to Execute Documents: Resolved further that any director or officer of the Company, and any other person designated by them, is authorized and empowered on behalf of the Company to execute, deliver and file all documents and instruments and to do all such acts and things as such person may, in their absolute discretion, consider necessary, desirable or incidental to give effect to the foregoing resolutions, including making any registrations, filings or notifications required by law.
Certification of Majority: Resolved further that this ordinary resolution has been passed by the affirmative vote of a simple majority of votes cast by members entitled to vote at the Meeting, in accordance with the Company's articles and applicable law.
Effective Date: This resolution is effective as of the date set forth in the opening paragraph unless a later effective date is specified below:

NOTICES

Company Notice Address Member Notice Address

MISCELLANEOUS

Amendments: Any amendment to this resolution must be in writing and approved by the members entitled to vote in the same manner as required for ordinary resolutions, unless a higher threshold is required by the articles of the Company.

Waiver: The failure of the Company or any member to insist upon strict performance of any provision of this resolution shall not be deemed a waiver of any right or remedy of the Company under this resolution.

Counterparts: 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.

Governing Law: This resolution shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated.

Entire Agreement: This resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter.

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

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of the ordinary resolution duly adopted by the members of the Company on the date set forth above, and that the resolution remains in full force and effect and has not been modified or rescinded.

Name of Certifying Officer Title of Certifying Officer

Company:

By:

Date:

Member:

By:

Date:

What the Legal Ordinary Resolution Template Is

The Legal Ordinary Resolution Template is a standardized corporate document used to record routine decisions approved by a company's board of directors or shareholders by ordinary (simple majority) vote. It provides a formal resolution statement, background recitals, voting results, and signature blocks so actions—such as approving contracts, appointing officers, authorizing bank signatories, or ratifying routine corporate matters—are documented and enforceable. The template ensures consistent wording, identifies the meeting date and quorum, and preserves a clear audit trail for governance, compliance, and future reference.

Why Use a Standard Ordinary Resolution Template

Provides a clear, dated record of a routine corporate decision, reduces ambiguity in governance, supports regulatory and banking requirements, and creates an auditable document trail. Consistent phrasing minimizes drafting errors and facilitates electronic execution and long-term storage under applicable corporate records rules.

Typical Users and Roles

Corporate secretaries, board members, general counsel, and corporate administrators commonly prepare and maintain ordinary resolutions for governance and compliance purposes.

Small corporations and closely held companies using resolutions to document routine approvals and minutes.
Nonprofit boards documenting ordinary governance decisions and formal officer appointments.
Financial departments needing bank authorizations and regular vendor contracting approvals.

Law firms, corporate service providers, and compliance teams also use the template to standardize documents and reduce review time.

Primary Signatory and Authoring Profiles

Corporate Secretary

Responsible for preparing, documenting, and archiving ordinary resolutions following board or shareholder votes. Ensures quorum and voting thresholds are recorded, that resolution language matches minutes, and that executed copies are distributed to relevant parties and stored in the corporate record book.

General Counsel

Reviews resolution wording for legal sufficiency and regulatory compliance, advises on potential conflicts or required disclosures, and confirms that the adopted action is authorized under the certificate of incorporation and bylaws, reducing risk of post-approval challenges.

Required Fields Commonly Included

Resolution Title: Clear, descriptive title of action

Meeting Date: MM/DD/YYYY of the vote

Quorum Statement: Affirmation that quorum was present

Motion and Vote: Exact motion text and vote totals

Authorized Actions: Scope and limits of approval

Signature Blocks: Names, titles, and dated signatures

Key Legal Risks to Avoid

Invalid Vote: Resolution may be void

Insufficient Quorum: Action can be challenged

Mismatched Signatures: Banks may reject certified copies

Bylaws Noncompliance: Triggers internal governance issues

Third-Party Refusal: Counterparties may not accept copies

Regulatory Exposure: Fines or enforcement risk

Common Preparation Mistakes

Using vague language in the resolved clause that fails to specify limits or conditions, creating ambiguity about authority and scope.
Failing to record quorum, proxies, or abstentions clearly, which can permit later challenge to the validity of the action.
Providing uncertified or unsigned copies to banks or counterparties when a certified copy or notarization was requested, causing delays.
Not attaching supporting materials (agenda, minutes, contracts) so reviewers cannot verify the context and basis for the resolution.

How Organizations Use Standard Resolutions

Real examples show how using a standardized ordinary resolution streamlines approvals, documents authority, and preserves a clear audit trail for governance.

Optica Ventures — Brian Fitzgibbons

Optica Ventures used a template to formalize routine board approvals across multiple portfolio companies, reducing drafting time and ensuring consistent language in minutes.

Result: faster execution and clear records.
The COO noted the template simplified internal reviews and made remote approvals straightforward while leaving an auditable record for investors and banks.

Tech Data — Bob Dutkowsky

Tech Data standardized routine approvals for customer and vendor contracts using a common resolution form, aligning internal and external processes across business units.

Improved speed to revenue and clarity.
The CEO said standardized resolutions reduced back-and-forth over boilerplate language, accelerated sign-off, and improved coordination between legal, sales, and finance teams.

Step-by-Step: Complete an Ordinary Resolution

Follow these steps to complete an ordinary resolution accurately and create a compliant record for governance oversight.

01

Prepare: Assemble agenda, confirm quorum, and draft proposed resolution language.
02

Vote: Conduct vote at meeting; record votes and any abstentions.
03

Document: Enter full resolution text, vote totals, and any dissenting remarks.
04

Execute: Obtain signatures, dates, and attach to corporate minute book.

Where to Send and File the Executed Resolution

After adoption, route the executed resolution to required recipients and retain copies per corporate records procedures.

Corporate Records: File executed resolution in the minute book and records repository.
Banking: Provide certified copy to banks for account authorizations.
Third Parties: Attach to contracts when counterparties request corporate approval.
Regulators: Submit copies if required by regulators or funders.

Saving Formats and Supporting Attachments

Choose export formats and attachments that preserve the signed resolution, metadata, and audit trail for long-term legal and archival purposes.

Common Formats

Save final executed resolutions as PDF with embedded audit trail metadata; keep a copy in the native DOCX or editable format for future amendments or redaction needs.

Archive Copy

Use PDF/A or other long-term archival formats to ensure future readability; include certificate of completion and hash or checksum when available to prove integrity and retention metadata.

Cloud Storage

Store signed documents in secure cloud repositories with role-based access controls and versioning; retain a local backup for legal holds or audits as required by policy.

Linked Documents

Attach minutes, meeting agenda, voting ballots, and supporting contracts to the resolution record so reviewers can verify context and authorization without searching multiple systems.

Best Practices for Accurate, Efficient Resolutions

Adopt consistent drafting and review practices across the organization to reduce legal risk and speed execution.

Use Standardized Language

Draft resolution text using consistent clauses and templated recitals to prevent ambiguity. Standard phrases for authorizations and limits reduce legal review time, help counterparties accept certified copies, and make automation of approvals and bulk processing more reliable.

Confirm Authority and Quorum

Before finalizing, verify the meeting had a proper quorum and that voting thresholds under bylaws or articles were met. Document any proxies, absences, or abstentions clearly to avoid later challenges and to support bank or regulator inquiries.

Keep Supporting Records

Attach meeting agenda, minutes, ballots, and any materials referenced during discussion. Retain electronic copies of communications and presentations to show the decision-making process and to facilitate audits or due diligence requests.

Plan for Amendments

Include a process for amendment or rescission, including required voting margins and notice periods. Store editable source files securely so lawful updates can be made and then re-executed with proper approvals.

Key Processing Milestones

Track the lifecycle stages from proposal to archive so deadlines and compliance steps are met.

01

Proposal Preparation

Draft resolution and circulate materials to directors.

02

Meeting and Vote

Hold meeting, record vote totals and any proxies.

03

Execution and Distribution

Sign the resolution and distribute certified copies.

04

Archive and Retention

File in minute book and secure storage per policy.

Timing Considerations and Typical Deadlines

Ordinary resolutions generally have no external filing deadlines, but internal timing affects banks, contracts, and statutory recordkeeping.

Immediate Distribution:

Provide signed copies to officers and corporate counsel within 1–3 business days.

Bank Processing:

Banks may require certified copies and can take up to 10 business days.

Contract Effective Date:

Resolution should specify effective date; may coincide with meeting date.

Regulatory Filings:

Most ordinary resolutions are internal; file only if statute requires.

Record Retention:

Retain according to corporate policy; common practice is 7 years post-termination.

How Ordinary Resolutions Compare to Related Documents

Compare ordinary resolutions to related governance documents to choose the correct form for the action you need to record.

Document	Purpose	Vote Threshold
Ordinary Resolution	routine corporate actions	simple majority
Special Resolution	fundamental corporate changes	supermajority required
Written Consent	action without meeting	same thresholds as meeting
Board Minutes	detailed meeting record	not a vote mechanism

eSignature Vendor Pricing and Core Capabilities

Compare common eSignature vendor pricing and core capabilities relevant to executing and managing ordinary resolutions electronically.

	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 free trial, no credit card	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Business Premium)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Digital Signing, File Formats, and Integrations

The template can be completed electronically and submitted via eSignature platforms that preserve PDF/A, audit trails, and signer authentication evidence.

Formats: PDF, DOCX, HTML, Excel supported
Integrations: Salesforce, Microsoft 365, NetSuite
Authentication: Email link, SMS code, or stronger

How to Configure an Online Resolution Workflow

Map template fields to workflow settings so routing, authentication, and attachments are handled consistently during e-execution.

Field	Configuration
Resolution Title	Enter clear action name
Effective Date	MM/DD/YYYY format required
Signer Role	Assign Director, Secretary, or Officer
Authentication	Email link, SMS code, or KBA
Attach Documents	Minutes, agenda, contracts

Frequently Asked Questions

Answers to common questions about validity, signing, notarization, and correcting ordinary resolutions.

Need help? Contact support

Can an ordinary resolution be e-signed?
Yes. Electronic signatures are governed by the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure intent, consent, attribution, and retention are documented to satisfy legal validity requirements.
Is notarization required for corporate resolutions?
Generally no for internal governance, but banks, registrars, or third parties may request notarized or certified copies; confirm recipient requirements before signing or submitting.
Who may sign the resolution?
Authorized officers such as the corporate secretary, chair, or designated officer typically sign; ensure signatories are authorized under the bylaws or a prior resolution specifying delegated authority.
How do I certify a copy for a bank?
Prepare a certified copy statement signed by an authorized officer or secretary, include the original resolution reference, and supply any requested bank forms or specimen signatures to ensure acceptance.
What if quorum was lacking?
If quorum was not present, the action may be invalid; consider ratification at a properly convened meeting or via lawful written consent consistent with bylaws and applicable corporate statutes.
How to revoke or amend a resolution?
Resolutions can be amended or rescinded by subsequent board or shareholder action following the same voting thresholds as the original; document the new vote and attach to corporate records for clarity.

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