Establishing secure connection…Loading editor…Preparing document…

Legal Resolution and Certification

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

LEGAL RESOLUTION AND CERTIFICATION

This Legal Resolution and Certification is made this day of , by and between Entity Name: (the "Company"), a and Certifying Officer Name: in the capacity of .

RECITALS

WHEREAS, the governing body of the Company convened a meeting or acted by written consent in accordance with its governing documents and applicable law on the date: day of , to consider certain corporate actions.

WHEREAS, the governing body has determined that it is desirable and in the best interests of the Company to authorize, approve and ratify the actions described in this Resolution and Certification.

WHEREAS, the Certifying Officer is authorized under the Company's governing documents to certify resolutions, records and incumbencies and to attest to the authenticity of corporate actions.

NOW, THEREFORE, BE IT RESOLVED

  1. Adoption of Resolution. The actions described in the attached statement or in the following description are hereby adopted, authorized and approved as the valid and binding acts of the Company:
  2. Authority to Act. The officers identified below are authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver any and all documents and to take any and all actions which they, in their discretion, deem necessary or convenient to carry out the purposes and intent of this Resolution. The authority granted herein includes, without limitation, the power to sign, attest, certify, acknowledge, file, record and deliver documents, instruments and certificates.
  3. Ratification. All acts, determinations and commitments of any officer or agent of the Company taken prior to the date of this Resolution in furtherance of the matters described in this Resolution are hereby ratified, confirmed and approved in all respects.
  4. Certification of Records. The Certifying Officer is authorized and directed to certify copies of this Resolution, the minutes or consents evidencing its adoption, and to provide an incumbency certificate identifying current officers and persons authorized to act, which certified copies and incumbency certificate shall be conclusive evidence of the matters described therein for all third parties relying in good faith.
  5. Effective Date. This Resolution shall be effective as of the date set forth above, namely the day of , .
  6. Reliance; Indemnity. Any person or entity may rely upon a copy of this Resolution certified by the Certifying Officer as conclusive evidence of the authority granted herein. The Company shall indemnify and hold harmless any third party who relies in good faith upon such certified copy for actions taken in reliance on the authority herein granted.
  7. Records. The Secretary or equivalent officer shall cause the original executed Resolution and associated minutes or consents to be maintained in the Company's minute book and corporate records, and shall make such records available for inspection in accordance with the Company's governing documents and applicable law.

NOTICES

AMENDMENTS AND WAIVER

This Resolution may be amended, modified, or rescinded only by a subsequent resolution adopted in the same manner as required for the adoption of this Resolution. No waiver of any provision of this Resolution shall be effective unless documented in a written instrument signed by a duly authorized officer of the Company.

GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the jurisdiction of formation identified above, without regard to conflict of law principles.

Entire Agreement: This Resolution, together with any certified minutes or written consents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, on that subject.

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.

COUNTERPARTS

This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or other reproductions of signatures shall be treated as originals for all purposes.

CERTIFICATION

I, the undersigned Certifying Officer, hereby certify that the foregoing is a true and correct copy of a Resolution duly adopted by the governing body of the Company in accordance with the Company's governing documents and applicable law, and that such Resolution is in full force and effect on the date hereof and has not been amended, modified, or revoked except as may be set forth herein.

Company Name:

By:

Title:

Date:

Certifying Officer:

By:

Title:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What the Legal Resolution and Certification Is

A Legal Resolution and Certification is a formal written record that documents a governing body’s decision and certifies authority, facts, or actions on behalf of an entity. Typical uses include corporate board resolutions authorizing signatories, partnership certifications, or trustee confirmations. The document names the decision, records the vote or consent, identifies authorized signers, and includes an attestation or certification clause attesting to the accuracy of the record. Properly executed, it becomes evidence of authority for banks, registries, counterparties, and government agencies, and may be required for transactions or filings.

Why a Clear Resolution and Certification Matters

A concise Legal Resolution and Certification reduces ambiguity about who may act on behalf of an entity, supports compliance with third‑party and regulator requirements, and creates a durable record for audits and legal review.

Why a Clear Resolution and Certification Matters

Who Typically Prepares and Uses This Document

Organizations of all sizes use resolutions and certifications to document board or owner approvals, delegate authority, or verify facts for external parties.

  • Corporate officers and board secretaries preparing evidence of authorized signers for banks, registrars, or contract countersigning.
  • In-house and outside counsel drafting certifications for compliance, closing, or regulatory filings.
  • Finance, treasury, and operations teams requesting confirmations to complete account openings, filings, or vendor agreements.

Keep a signed, dated copy in the corporate minute book and provide certified copies to third parties only as needed.

Who Signs and Who Certifies

Board Secretary

The board secretary or corporate clerk typically certifies the resolution; this signer attests to the accuracy of minutes, the quorum, and the recorded vote. Their certification language identifies the meeting date and confirms that the attached resolution is a true, correct copy.

Corporate Counsel

Corporate counsel or general counsel often drafts and reviews the certification language, ensuring it conforms to bylaws and state corporate law; counsel may also confirm that the signatory named has authority to bind the entity.

Essential Elements to Include

A professional Legal Resolution and Certification contains a minimal set of elements to establish authority, scope, and proof of execution.

Title

Clear document title identifying the body (e.g., 'Board Resolution and Certification') and a short purpose statement to reduce ambiguity for reviewers.

Recitals

Brief background statements (whereas clauses) providing context for the resolution so third parties understand the rationale behind the action.

Resolved Clause

Specific operative language authorizing actions, naming persons or roles, limits on authority, dollar caps, and effective dates for the delegation.

Certification Clause

Attestation by an officer (typically secretary) that the resolution was duly adopted and is in full force; includes reference to corporate records.

Signature Block

Printed name, title, signature line, and date for each certifying officer; include corporate seal if required by bylaws or third parties.

Attachment Reference

Identify any exhibits (e.g., power of attorney, bylaws excerpt) attached to the certificate so recipients can verify supporting documents.

Required Information and Short Checklist

Entity Name: Exact legal name
Meeting Date: MM/DD/YYYY
Resolution Text: Specific authorization
Signer Details: Name and title
Record Reference: Minute book citation
Signature Date: MM/DD/YYYY

Step-by-Step: Completing the Resolution and Certification

Follow these core steps to prepare a clear, enforceable resolution and certification without unnecessary delay.

  • 01
    Draft Resolution: Write specific authority and scope
  • 02
    Approve: Obtain board vote or written consent
  • 03
    Certify: Secretary attests and signs
  • 04
    Distribute: Provide certified copies to recipients

How to Configure an Online Completion Workflow

Set up a clear digital workflow to assign drafting, review, signature, and certification roles for the Legal Resolution and Certification.

Field Configuration
Document Owner Assign drafting permission to counsel or secretary
Reviewers Add role-based reviewers (counsel, CFO)
Signer Order Set sequential signing (approver first, certifier last)
Retention Enable audit trail and secure storage

Where to File, Send, or Submit Certified Copies

Identify recipients and filing destinations commonly required for corporate or fiduciary actions.

  • Banks: Provide certified copy on account opening
  • Counterparties: Attach to contracts as proof of authority
  • Government Agencies: Submit with filings when requested
  • Internal Records: Store original in minute book

Digital Signing and eSubmission Considerations

When completing and certifying digitally, confirm the eSignature method meets legal and recipient requirements before execution.

  • Authentication: Use email, SMS, or stronger MFA
  • Audit Trail: Preserve IP, timestamp, and events
  • Format: Deliver PDF/A or PDF

Ensure electronic execution satisfies ESIGN and UETA requirements and that recipients accept electronic copies or certified digital outputs.

Timing, Deadlines, and Processing Expectations

Understand timing for authorization, certification, and downstream processing to avoid transactional delays.

Adoption Date:

Date board approved the resolution

Effective Date:

When authority begins (MM/DD/YYYY)

Certification Date:

Date certifier signs and dates

Delivery:

Allow 1–5 business days for recipient processing

Recordkeeping:

Retain certified copy per retention policy

Common Mistakes to Avoid

  • Using informal language or vague authority that fails to specify limits or financial caps, causing banks or counterparties to reject the document.
  • Mismatched or informal entity names that differ from formation records; this often leads to processing delays or requests for corrected certification.
  • Missing certification details such as minute book references or meeting dates, which undercuts the document’s evidentiary value for third parties.
  • Failing to confirm whether recipients accept electronic certifications or require notarization, producing rejected submissions or late closings.

Risks of an Incorrect or Incomplete Certification

Contract Invalidity: May void transactions
Financial Delay: Bank holds or returns
Regulatory Risk: Noncompliance exposure
Reputational Harm: Counterparty distrust
Audit Findings: Adverse audit results
Legal Disputes: Increased litigation risk

eSignature Provider Comparison for Executing Resolutions and Certifications

Common vendor features relevant to Legal Resolution and Certification workflows are shown below; signNow is listed first per platform comparison conventions.

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 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 and Troubleshooting for Resolutions and Certifications

Answers to frequent questions about validity, eSign use, notarization, and correcting errors in a Legal Resolution and Certification.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.