Is an electronic resolution legally binding?

Yes if it meets the ESIGN Act and applicable state UETA requirements: show signer intent, consent to electronic records, attribution of the act, and reliable record retention (15 U.S.C. ch. 96; UETA where adopted).

When is notarization required?

Notarization is required when a third party or state law demands a notarized certification or when the document will be used as an acknowledged instrument. State rules vary; follow the receiving party's requirements.

Who may sign on behalf of the company?

Only persons authorized by corporate governance documents or by board resolution may sign. The termination resolution should explicitly delegate authority to named officers to avoid later disputes.

How do I change or rescind a resolution?

Adopt a subsequent board action or written consent that expressly amends or revokes the prior resolution and record it in corporate minutes to preserve the chain of authority.

Can I use remote online notarization (RON)?

Use RON only where the notarization recipient accepts it and the state permits RON. Confirm identity-proofing, audio-video retention, and recordkeeping requirements under the state's RON rules.

What evidence should accompany a digital resolution?

Include the signed resolution PDF, a certificate of completion or audit trail (timestamps, signer IP, authentication method), related meeting minutes, and any attached contract excerpts.

Electronic Signature
Templates
Legal
Legal Termination Resolution

Legal Termination Resolution

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

LEGAL TERMINATION RESOLUTION

The undersigned, being the Board of Directors or equivalent governing body of Company Name: (Entity Type: Corporation LLC Partnership Individual), at a meeting held on Meeting Date: do hereby adopt this Legal Termination Resolution regarding the termination of Agreement: originally effective on Agreement Date: between the Company and Other Party: .

RECITALS

WHEREAS, the Company and the Other Party entered into the Agreement identified above to govern the rights and obligations of the parties with respect to the matters described therein; and

WHEREAS, the Board has determined that a material breach or other grounds for termination have occurred, as described: (Breach Date: ); and

WHEREAS, the Board has considered the interests of the Company and its stakeholders and has concluded that termination of the Agreement is in the best interest of the Company.

NOW, THEREFORE, BE IT RESOLVED

Termination. The Board hereby terminates the Agreement effective on Termination Effective Date: . From and after such date, the Agreement shall be of no further force or effect except as provided herein.
Immediate Actions. The officers of the Company are authorized and directed to take all actions reasonably necessary to effectuate the termination, including but not limited to: (a) delivering a formal Notice of Termination to the Other Party; (b) suspending any performance by the Company under the Agreement; and (c) recovering and securing Company property. Specific actions to be taken are described here:
Accrued Obligations; Final Accounting. Notwithstanding termination, each party shall remain liable for obligations accrued prior to the Termination Effective Date. The Company directs that any payments or invoices outstanding as of Final Accounting Date: be reconciled and settled in accordance with the Agreement. If any consideration is to be paid in connection with this termination, such consideration is: .
Mutual Releases. Subject to any payment or performance expressly reserved in this Resolution, and to the fullest extent permitted by law, the Company releases and discharges the Other Party from all claims, demands and causes of action arising from the Agreement through the Termination Effective Date, and the Other Party releases and discharges the Company from all claims arising through such date. The parties expressly exclude and do not release any claims that are non-waivable by law.
Return of Property and Confidential Information. The Other Party shall return all Company property, materials and Confidential Information no later than Return Deadline: . All obligations with respect to confidentiality and protection of trade secrets shall survive the termination to the maximum extent permitted by law.
Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any liabilities, losses, damages and expenses arising out of that party's breach of the Agreement or any act or omission occurring prior to the Termination Effective Date, except to the extent such liabilities are caused by the indemnified party's gross negligence or willful misconduct.
Covenant Not to Sue / Non-Disparagement. The parties agree to refrain from initiating litigation or making public statements disparaging the other party related to matters arising under the Agreement, except as required by law. Select if applicable: Non-Disparagement applies.
Notices. All notices required or permitted under this Resolution shall be in writing and shall be delivered to the addresses specified below. Notice to Company:

Company Notice Address Other Party Notice Address

MISCELLANEOUS

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Amendments and Waiver. This Resolution may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by any party in exercising any right under this Resolution shall operate as a waiver of such right.

Counterparts; Electronic Signature. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including scanned signatures) shall be binding.

Severability. If any provision of this Resolution is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

Entire Agreement. This Resolution constitutes the entire agreement of the parties with respect to the subject matter herein and supersedes all prior discussions, negotiations and agreements, whether written or oral, relating to termination of the Agreement.

CERTIFICATION

I hereby certify that the foregoing resolution was duly adopted by the Board of Directors or governing body of the Company by the necessary vote at a meeting held on Meeting Date: , and that the same remains in full force and effect.

Certifying Officer Name and Title Certifying Officer Signature Date

Company:

By:

Date:

Other Party:

By:

Date:

What a Legal Termination Resolution Is

A Legal Termination Resolution is a formal, written corporate instrument by which an authorized governing body—such as a board of directors, members, or managers—documents and authorizes the termination of a contract, agreement, business activity, or corporate existence. The resolution records the reason for termination, identifies the parties and effective date, and documents required approvals and delegated authority to execute notices, settlements, or dissolution steps. It serves as the official record that internal and external stakeholders rely on for governance, regulatory compliance, and downstream filings with third parties, agencies, lenders, or counterparties.

Why a Clear Resolution Matters

A properly drafted Legal Termination Resolution creates an auditable record of corporate action, reduces ambiguity about authority and timing, and helps prevent post-termination disputes. It also supports compliance with statutory, contractual, and regulatory notice requirements.

Who Prepares and Relies on a Termination Resolution

Typical preparers and readers include corporate officers, in-house and outside counsel, and contract managers who need a formal record of termination authority and timing.

Board of Directors — Approves termination, documents vote, and delegates execution authority to officers or agents.
General Counsel — Drafts language to limit liability, confirm compliance, and attach supporting legal analysis.
Corporate Secretary — Maintains minutes, records the resolution in corporate books, and certifies copies for third parties.

The resolution also informs counterparties, financial institutions, regulators, and internal auditors about who may act on behalf of the organization after termination.

Essential Parts of a Professional Termination Resolution

A complete resolution sets authority, scope, reasons, effective date, delegations, and recordkeeping instructions so stakeholders can act consistently and defensibly.

Title

A concise resolution title that identifies the contract, project, or entity being terminated and the governing body adopting the resolution.

Recitals

Background statements that briefly explain the contractual or factual basis for termination, referencing contract sections and prior notices where applicable.

Decision

A clear operative clause stating that the contract or activity is terminated, including the scope of termination (entire contract, specific obligations, or business line).

Effective Date

The exact date and time when termination takes effect; ties notice windows and statutory deadlines to a specific calendar moment.

Delegation

Authority granted to named officers or agents to serve notices, settle claims, deliver instruments, and sign follow-up documents on behalf of the organization.

Record Instructions

Directives for filing, certifying, and retaining the resolution, and a statement identifying who maintains certified copies for third-party presentation.

Security and Compliance Checklist

Encryption: TLS 1.2/1.3; AES-256 at rest

Legal Frameworks: ESIGN and UETA recognition

Healthcare: HIPAA BAA may be required

Audit Trail: Timestamped signing records

Access Controls: Role-based permissions

Certifications: SOC 2 Type II; ISO 27001

Consequences of an Incorrect or Missing Resolution

Contractual Liability: Counterparty claims for breach

Invalid Notice: Failure to meet notice windows

Administrative Penalties: Regulator fines or sanctions

Tax Exposure: Incorrect filings or withholdings

Board Challenges: Disputes over corporate authority

Evidence Gaps: Weakened defense in litigation

Common Mistakes to Avoid

Unclear effective date or retroactive language that creates ambiguity about when obligations end and notice periods begin.
Failing to document the vote or absent quorum language, which undermines authority and may be challenged later.
Not attaching or identifying the specific contract provisions relied on for termination, making enforcement and notice disputes more likely.
Omitting delegation language for delivery or settlement, which delays operational tasks and creates uncertainty for counterparties.

Step-by-Step: Completing a Legal Termination Resolution

Follow these sequential steps to draft, approve, and implement a termination resolution that preserves authority and compliance.

01

Prepare Draft: Identify contract, reasons, and proposed effective date.
02

Legal Review: Have counsel confirm statutory and contractual compliance.
03

Board Action: Adopt resolution at duly called meeting or unanimous written consent.
04

Implement: Send notices, settle obligations, and file records as directed.

How Termination and Notice Typically Flow

A consistent flow ensures required notices and operational steps occur in the correct order and within legal windows.

Identify Trigger: Determine breach, expiration, or strategic reason for termination.
Document Decision: Record the decision in a formal resolution with an effective date.
Deliver Notice: Serve the termination notice per contract requirements.
Close Out: Complete settlements, return or destroy confidential materials.

Typical Digital Workflow Settings for eSubmission

Configure the eSigning workflow to capture approvals, evidence, and delegated execution steps before sending notices.

Field	Configuration
Signer Order	Sequential or parallel per board or officer roles
Authentication	Email + SMS code or advanced ID verification
Attachments	Attach contract excerpts and prior notices
Audit Retention	Retain completion certificate and event log

Technical Considerations for eSigning and Delivery

Ensure the platform supports secure signatures, audit trails, and any industry-specific compliance requirements before e-submission.

Integrations: Salesforce, NetSuite, Microsoft 365
File Formats: PDF, DOCX supported
Authentication: Email, SMS, KBA options

eSignature Vendor Comparison: Pricing and Key Features

Comparison of starting prices and basic capabilities across common eSignature vendors; signNow appears first per vendor ordering rules.

	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
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Common Questions About Legal Termination Resolutions

Answers to frequent practical and legal questions about validity, signature authority, notarization, updates, and electronic execution.

Need help? Contact support

Is an electronic resolution legally binding?
Yes if it meets the ESIGN Act and applicable state UETA requirements: show signer intent, consent to electronic records, attribution of the act, and reliable record retention (15 U.S.C. ch. 96; UETA where adopted).
When is notarization required?
Notarization is required when a third party or state law demands a notarized certification or when the document will be used as an acknowledged instrument. State rules vary; follow the receiving party's requirements.
Who may sign on behalf of the company?
Only persons authorized by corporate governance documents or by board resolution may sign. The termination resolution should explicitly delegate authority to named officers to avoid later disputes.
How do I change or rescind a resolution?
Adopt a subsequent board action or written consent that expressly amends or revokes the prior resolution and record it in corporate minutes to preserve the chain of authority.
Can I use remote online notarization (RON)?
Use RON only where the notarization recipient accepts it and the state permits RON. Confirm identity-proofing, audio-video retention, and recordkeeping requirements under the state's RON rules.
What evidence should accompany a digital resolution?
Include the signed resolution PDF, a certificate of completion or audit trail (timestamps, signer IP, authentication method), related meeting minutes, and any attached contract excerpts.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now