Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA so long as the transaction meets intent to sign, consent to electronic records, attribution to the signer, and adequate retention and reproduction capability.

Who is authorized to sign the resolution?

The general partner or other persons granted authority in the partnership agreement should sign. If the partnership agreement requires officer or partner-level approval, follow that authority chain to avoid challenges to the resolution's validity.

Is notarization required for validity?

Notarization is usually not required for internal partnership resolutions, though banks or title companies sometimes request notarized or certified copies; consider RON or in-person notarization where a third party requires it.

How do I correct an executed resolution with an error?

Issue a corrective resolution or an amendment signed by the same authorized parties that identifies and corrects the error. Preserve both the original and corrective instrument in the minute book to create a clear audit trail.

What records should I keep and for how long?

Keep the executed resolution in the minute book or secure electronic repository for the agreement term plus at least three years to meet IRS audit expectations (IRC §6501(a)); retain longer for tax, real estate, or HIPAA‑related matters.

Can investors sign remotely using RON?

Remote online notarization is permitted in many states; verify state notary rules and recordkeeping requirements before using RON, and ensure the notarization service meets identity proofing and recording obligations.

Electronic Signature
Templates
Legal
Limited Partners Resolution Agreement

Limited Partners Resolution Agreement

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

LIMITED PARTNERS RESOLUTION AGREEMENT

This Limited Partners Resolution Agreement (the "Agreement") is made as of by and between General Partner Name: , an entity formed under the laws of , with principal office at (the "General Partner"); and Limited Partner Name: , an entity formed under the laws of , with address at (the "Limited Partner").

RECITALS

WHEREAS, the parties are parties to that certain Limited Partnership Agreement governing the Partnership known as Partnership Name: (the "Partnership"), dated ; and

WHEREAS, the Limited Partner holds a limited partnership interest equal to % of the outstanding limited partnership interests; and

WHEREAS, the General Partner has proposed the action described below and has requested that the Limited Partner adopt a written resolution approving such action.

NOW, THEREFORE, BE IT RESOLVED

1. ACTION APPROVED

The Limited Partner, by executing this Agreement, hereby approves and adopts the following action (the "Approved Action"):

The Approved Action includes, without limitation, any amendments to the Partnership Agreement, execution of instruments, filings with governmental authorities, transfers of Partnership assets, and any ancillary actions reasonably necessary or desirable to effectuate the Approved Action.

2. AUTHORITY TO GENERAL PARTNER

The Limited Partner authorizes, empowers and directs the General Partner, and each officer or agent designated by the General Partner, to execute and deliver all instruments, documents and certifications and to take such other actions as the General Partner deems necessary or advisable to carry out and implement the Approved Action, including the making of filings and the payment of fees and taxes in connection therewith.

3. REPRESENTATIONS AND WARRANTIES

The Limited Partner represents and warrants to the General Partner that: (a) the Limited Partner has full power and authority to enter into this Agreement and to grant the approvals and authorities set forth herein; (b) this Agreement has been duly authorized, executed and delivered by the Limited Partner and constitutes a valid and binding obligation enforceable against the Limited Partner in accordance with its terms; and (c) the execution and performance of this Agreement does not violate the Limited Partner's organizational documents or any agreement, judgment, decree or order binding on the Limited Partner.

4. RATIFICATION

All actions taken by the General Partner or its authorized representatives prior to the date hereof in furtherance of the Approved Action are hereby ratified and confirmed in all respects by the Limited Partner.

5. EFFECTIVE DATE

This Agreement shall be effective as of the date set forth in the introductory paragraph or on such later date as may be specified by the General Partner in writing. The Effective Date for the Approved Action:

6. NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or other reliable means to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

Notices to General Partner Notices to Limited Partner

7. AMENDMENTS AND WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both the General Partner and the Limited Partner. No failure or delay by any party in exercising any right shall operate as a waiver of such right.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.

11. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

12. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had an opportunity to be represented by counsel of their choosing.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

General Partner Printed Name:

By:

Date:

Limited Partner Printed Name:

By:

Date:

What the Limited Partners Resolution Agreement Is

The Limited Partners Resolution Agreement is a governance document used by limited partnerships to record partner decisions, authorize specific transactions, or confirm changes to partnership structure or capital accounts. Common uses include admitting or removing partners, approving capital contributions or distributions, delegating authority to the general partner, and documenting consent for material transactions. The resolution becomes part of the partnership minute book and can serve as evidentiary proof in bank, escrow, or regulatory reviews. When signed electronically it is generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA when state law applies, provided signature validity criteria are met.

Why a Formal Resolution Matters for Partnerships

A written resolution provides an auditable record that reduces partner disputes, clarifies authority for financial and operational actions, and supports third‑party acceptance by banks, custodians, and counterparties. It centralizes governance actions and preserves corporate form.

Who Typically Prepares and Uses This Agreement

Typical users include the general partner, limited partners, investors' representatives, in-house counsel, and external corporate counsel involved in partnership governance.

General partner — prepares the resolution, confirms voting, and executes documents for the partnership record.
Limited partners — review resolutions, provide consents or votes when required, and retain approved documents for investor records.
Corporate counsel or secretary — drafts precise language, ensures statutory and agreement compliance, and maintains the minute book.

The document is primarily a governance and recordkeeping tool; distribution often extends to banks, escrow agents, and auditors who need proof of authority.

Step-by-Step: Prepare, Execute, and Record the Resolution

Follow these steps to prepare, execute, and record a Limited Partners Resolution Agreement accurately, whether on paper or electronically.

01

Prepare: Gather the partnership agreement, current partner list, and any required notices.
02

Draft: State the resolution, authority granted, and effective date clearly.
03

Approve: Obtain partner votes or written consents per the governing documents.
04

Record: Insert the signed resolution into the minute book and notify stakeholders.

How to Configure an Online Workflow for This Agreement

Align your digital workflow to signer order, authentication strength, and retention policies before sending the resolution for signature.

Field	Configuration
Authentication	Email link or SMS code; consider KBA for higher assurance
Signature Fields	Signature block, printed name, and date fields for each signer
Template	Save as reusable template to standardize future resolutions
Notifications	Auto-notify partners and counsel when signing completes

Where to Send the Signed Resolution and Who Receives Copies

Distribution depends on partnership practices and external recipient requirements; match routing to the parties that rely on the document for authority or recordkeeping.

General Partner: Retains original and executes on behalf of the partnership
Limited Partners: Receive copies and retain for investor records
Bank or Custodian: Provide a certified or executed copy to change account signatories
State or County: File only if statutory recording or amendment is required

Technical and Security Requirements for Electronic Completion

Electronic completion requires supported file formats, signer authentication options, and a tamper-evident audit trail to preserve legal value.

Formats: PDF and Word DOCX formats supported
Integrations: Salesforce, NetSuite, Google Workspace integrations
Security: AES-256 at rest, TLS 1.2/1.3 in transit

Typical Timelines and Internal Deadlines to Track

Timelines for adoption, notification, and internal recording vary by agreement terms; adopt internal deadlines to ensure prompt notice and accurate corporate records.

Effective Date:

Resolution takes effect on the date specified in the text.

Internal Record:

Place the executed resolution in the minute book within five business days.

Investor Notice:

Notify limited partners within the timeframe required by the partnership agreement.

State Filings:

File amendments with the Secretary of State only when statutory changes trigger filings.

Document Retention:

Follow the partnership retention policy and applicable federal requirements.

Common Preparation Errors to Avoid

Missing or incomplete signatures: unsigned or undated resolutions can be treated as invalid by banks or in litigation, causing delays and disputes.
Incorrect legal names or titles: using abbreviations or mismatched entity names leads to bank rejections and complicates due diligence.
Ambiguous authority language: vague delegation or dollar limits invite fiduciary disputes and potential third-party refusal to rely on the resolution.
Failure to follow voting rules: not following the partnership agreement's approval mechanics (quorum, consent thresholds) risks invalidation of the action.

Key Risks and Potential Consequences

Invalid Resolution: May be unenforceable

Bank Refusal: Account authority denied

Fiduciary Liability: Breach claims by partners

Tax Consequences: Reporting or withholding issues

Litigation Exposure: Increased dispute risk

Regulatory Rejection: Filing not accepted

eSignature Vendor Pricing and Feature Snapshot

A high‑level comparison of vendor starting prices and core features relevant to signing and distributing Limited Partners Resolution Agreements.

	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 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 and Practical Answers

Answers to common operational and legal questions about preparing, signing, and storing a Limited Partners Resolution Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA so long as the transaction meets intent to sign, consent to electronic records, attribution to the signer, and adequate retention and reproduction capability.
Who is authorized to sign the resolution?
The general partner or other persons granted authority in the partnership agreement should sign. If the partnership agreement requires officer or partner-level approval, follow that authority chain to avoid challenges to the resolution's validity.
Is notarization required for validity?
Notarization is usually not required for internal partnership resolutions, though banks or title companies sometimes request notarized or certified copies; consider RON or in-person notarization where a third party requires it.
How do I correct an executed resolution with an error?
Issue a corrective resolution or an amendment signed by the same authorized parties that identifies and corrects the error. Preserve both the original and corrective instrument in the minute book to create a clear audit trail.
What records should I keep and for how long?
Keep the executed resolution in the minute book or secure electronic repository for the agreement term plus at least three years to meet IRS audit expectations (IRC §6501(a)); retain longer for tax, real estate, or HIPAA‑related matters.
Can investors sign remotely using RON?
Remote online notarization is permitted in many states; verify state notary rules and recordkeeping requirements before using RON, and ensure the notarization service meets identity proofing and recording obligations.

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