Can a resolution be signed electronically?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, signer attribution, and reliable record retention are satisfied.

Is notarization required for resolutions?

Not usually required for internal corporate resolutions; however, some banks or third parties may request notarized or certified copies for reliance or to meet their acceptance policies.

What if names or titles don't match?

Mismatched entity names or incorrect titles can lead to rejection by third parties; correct the document and provide certified corrections or an updated resolution to avoid delays.

How do I amend a past resolution?

Adopt a new resolution expressly revoking or amending the prior action, ensure proper notice and quorum, and certify the amendment in the corporate records.

Should I store digital copies?

Yes. Retain a certified PDF and an auditable e-signature certificate; ensure backups, access controls, and a clear link to the corporate minute book.

Who verifies the resolution for third parties?

Banks, title companies, or counterparties typically rely on the corporate secretary's certification; provide a signed and dated certification and any supporting minutes if requested.

Electronic Signature
Templates
Legal
Legal Resolutions Template

Legal Resolutions Template

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

LEGAL RESOLUTIONS TEMPLATE

This Corporate Resolution (the Resolution) is adopted by the Board of Directors of Company Name: , an entity organized as Entity Type: Corporation LLC Other under the laws of State: at a meeting duly called and held on the Day: of Month: , Year: , at Location:

RECITALS

WHEREAS, the Board has determined that it is in the best interests of the Company for the purposes set forth below to authorize certain actions and to delegate authority to the officers of the Company to implement such actions; and

WHEREAS, the proposed actions include:

WHEREAS, the Board has reviewed the facts and circumstances related to the foregoing and finds that approving and authorizing the actions described herein serve the interests of the Company and its shareholders/members.

NOW, THEREFORE, BE IT RESOLVED

Authorization. RESOLVED, that the Company is hereby authorized to take the actions described in the Recitals and to execute, deliver, and perform such instruments, documents and agreements as may be necessary or advisable to carry out the intent of these resolutions, subject to the limitations set forth herein.
Specific Delegation of Authority. RESOLVED FURTHER, that the following officers are authorized to act on behalf of the Company concerning the matters described above: Officer Name: ; Title: . Such officer shall have the authority to negotiate, finalize, and execute any and all documents and to take any actions deemed necessary or advisable to effectuate the foregoing.
Limitation of Authority. RESOLVED FURTHER, that the authority granted herein is subject to the following limitations:
Ratification. RESOLVED FURTHER, that all actions taken prior to the date hereof by the officers or agents of the Company within the scope of the authority described herein are hereby ratified, confirmed and approved in all respects.
Further Acts. RESOLVED FURTHER, that the officers of the Company are authorized to execute and deliver such further documents and to take such further action as any officer may reasonably determine to be necessary or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions.
Effective Date. RESOLVED FURTHER, that these resolutions shall become effective as of the Effective Date: .

NOTICES

Any notice or communication required or permitted under these resolutions shall be given in writing to the Company at the address for notices:

Notice Address

AMENDMENTS; WAIVER

These resolutions may be amended or modified only by a subsequent resolution adopted by the Board of Directors at a duly constituted meeting or by written consent of the Board. No waiver of any provision of these resolutions shall be effective unless in writing and signed by an authorized officer of the Company.

GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the State of: , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; SEVERABILITY

These resolutions constitute the entire expression of the Board of Directors with respect to the matters addressed herein. If any provision of these resolutions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

COUNTERPARTS; CERTIFICATION

These resolutions may be executed in any number of counterparts, each of which shall be an original, and all counterparts taken together shall constitute one instrument. The undersigned hereby certifies that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors and that such resolutions are in full force and effect.

Certification Notes

Chair/President Printed Name:

By:

Date:

Secretary Printed Name:

By:

Date:

What a Legal Resolutions Template Is

A Legal Resolutions Template is a standardized document used by corporate boards, committees, or governing members to record formal decisions, authorize actions, or ratify agreements. It captures the adoptive language, effective date, specific authority granted, and signatory details so the action is preserved in the corporate record. Resolutions are typically used for matters such as officer appointments, bank account authority, mergers, asset sales, and contract approvals; when signed and retained properly they provide evidence of corporate action for banks, auditors, and regulators.

Why a Clear Resolution Template Matters

A concise template reduces ambiguity about who authorized an action, when it became effective, and what powers were granted. Well-structured resolutions help ensure corporate formalities are met, reduce post-transaction disputes, and support compliance with internal bylaws and external law.

Who Completes and Relies on a Resolution

Using a consistent template makes it easier for third parties—banks, title companies, purchasers—to accept and rely on corporate authorization without additional verification delays.

Small business owners and LLC managers use resolutions to document member approvals and banking authorizations.
Corporate officers and board secretaries prepare resolutions for board meetings, minute books, and external counterparties.
Legal counsel and in-house compliance teams review and store resolutions as evidence for audits and regulatory requests.

Typical Signers and Their Roles

Board Chair

As presiding officer, the Board Chair typically presents and certifies resolutions at meetings; their signature and attestation confirm that the board followed required notice and quorum rules and that the decision was duly adopted.

Corporate Secretary

The Corporate Secretary signs to certify the resolution as a true record for the corporate minute book and often furnishes certified copies to banks or other third parties when evidence of corporate action is required.

Core Elements to Include in Every Resolution

A professional resolution template should include standardized sections so decision-makers and recipients can verify authority quickly and consistently.

Title

Clear short title identifying the subject (for example, 'Resolution to Open Bank Account').

Recitals

Background facts stating why the board is acting and any relevant prior approvals.

Resolved Clauses

Numbered action items specifying the authority granted, limits, and effective date.

Authorization

Names and titles of individuals authorized to act, and any delegation instructions.

Certification

Signature block and a certification clause by the secretary that the resolution is in the corporate record.

Attachments

Exhibits or supporting documents (board minutes, bylaws references, contracts) referenced in the resolution.

Required Fields and Key Data Items

Company Name: Exact legal entity name

Resolution Title: Short descriptive title

Meeting Date: MM/DD/YYYY format

Effective Date: MM/DD/YYYY format

Authorized Parties: Names and titles

Certification Block: Signature, printed name, title

Step-by-Step: Completing and Adopting the Resolution

Follow these sequential actions to ensure the resolution is valid, enforceable, and accepted by external parties.

01

Draft: Prepare text with clear resolved clauses and cited authority.
02

Review: Legal or in-house counsel reviews for compliance and accuracy.
03

Adopt: Approve at a duly noticed meeting or by written consent per bylaws.
04

Record: Secretary certifies, signs, and files the resolution in the minute book.

How to Configure an Online Completion Workflow

Set up a simple digital workflow so the right people receive, sign, and receive copies automatically.

Field	Configuration
Signer Order	Sequential or parallel routing per corporate rules
Authentication	Email link or SMS code for signer identity
Attachments	Attach exhibits such as bylaws or minutes
Certificate	Enable audit trail and final PDF with signature log

Where to Send or File a Completed Resolution

Decide destinations based on who needs proof of the action and whether an official filing or a certified copy is required.

Corporate Records: Store original certified copy in the minute book
Banks and Financials: Provide certified copy to open accounts or change signatories
Title Companies: Send when authorizing real estate transactions
Regulatory Filings: File with state agencies only if required

Distribution Channels and Digital Signing Options

Ensure the chosen channel preserves an audit trail (timestamps, IP, signer attribution) and that the final PDF is stored with certification for future reliance.

Email Signing: Quick, suitable for lower-risk approvals
Authenticated eSignature: Use SMS/KBA or stronger authentication for bank-required assurances
File Formats: PDF or Word DOCX for records and third-party review

Timing and Important Dates to Track

Track adoption, effective, and filing dates so the resolution aligns with transactional deadlines and third-party requirements.

Adoption Date:

Date the board or members approved the resolution

Effective Date:

When authority granted by the resolution begins

Document Retention Start:

Date to begin required retention periods

Third-Party Submission:

Date by which banks or counterparties need certified copies

Record Certification:

Date the secretary signs the certification

Common Mistakes to Avoid

Using imprecise language that fails to limit or define authority, which can lead to disputes or bank rejection.
Mismatched or incomplete party names and titles; banks frequently require exact legal-entity names matching formation documents.
Skipping required formalities (notice, quorum, written consent) under bylaws or state law, which can render the action voidable.
Failing to certify and file a copy in the minute book, leaving no reliable evidence of the board's decision.

Potential Consequences of Errors

Voidable Action: May be challenged

Third-Party Refusal: Banks may reject authority

Liability Exposure: Officers risk personal claims

Regulatory Scrutiny: Noncompliance issues arise

Transaction Delays: Closings or transfers postpone

Increased Costs: Legal or corrective fees

Board Resolution versus Written Consent at a Glance

Quick comparison to help you choose the appropriate document type based on meeting requirements and recordkeeping.

Criteria	Board Resolution	Written Consent
Formality	adopted at meeting	signed by requisite members
Meeting Required	yes, typically	no, if written consent authorized
Minute Entry
Common Use	ongoing corporate acts	specific single actions

Sample eSignature Vendor Comparison for Resolutions

Basic vendor pricing and capability comparison to consider when choosing an eSignature solution for signing and storing resolutions.

	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	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Legal Resolutions

Answers to common questions about form, signing, electronic execution, and certification for corporate resolutions.

Need help? Contact support

Can a resolution be signed electronically?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, signer attribution, and reliable record retention are satisfied.
Is notarization required for resolutions?
Not usually required for internal corporate resolutions; however, some banks or third parties may request notarized or certified copies for reliance or to meet their acceptance policies.
What if names or titles don't match?
Mismatched entity names or incorrect titles can lead to rejection by third parties; correct the document and provide certified corrections or an updated resolution to avoid delays.
How do I amend a past resolution?
Adopt a new resolution expressly revoking or amending the prior action, ensure proper notice and quorum, and certify the amendment in the corporate records.
Should I store digital copies?
Yes. Retain a certified PDF and an auditable e-signature certificate; ensure backups, access controls, and a clear link to the corporate minute book.
Who verifies the resolution for third parties?
Banks, title companies, or counterparties typically rely on the corporate secretary's certification; provide a signed and dated certification and any supporting minutes if requested.

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