Can a Manager Approval Resolution be signed electronically?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA adoption, electronic signatures are generally enforceable for internal corporate documents unless a specific exception applies. Confirm counterparty and bank acceptance, and preserve authentication and retention evidence.

Do banks require notarization or certified copies?

Often banks or lenders request a certified copy or notarized resolution before accepting authority. Requirements vary by institution; include a notary block when doubts exist and prepare a certified copy signed by the corporate secretary to streamline banking requests.

When is notarization required for a resolution?

Notarization is not universally required for Manager Approval Resolutions. It becomes necessary when statutes, bank policies, or third parties demand a notarized signature or when a document will be recorded. Check the receiving party's requirements and state notary rules.

Are electronic notarizations accepted in my state?

Remote Online Notarization (RON) is permitted in most states but rules differ. Over 45 states permit permanent RON; some states maintain limits. Verify the state's RON statute and confirm retention and identity proofing requirements before relying on RON for notarized resolutions.

How do I preserve legal validity when signing electronically?

Demonstrate intent, obtain consent to electronic records, attribute actions to specific signers, and retain reproducible records per the ESIGN four‑part test. Capture timestamps, signer authentication, and an audit trail that supports attribution and integrity.

Which signNow plans support advanced workflows?

signNow offers tiered plans: Business (entry level), Business Premium (adds bulk send), Enterprise (advanced fields and authentication), and Site License (usage-based). Choose a plan matching volume and integration needs; review plan details for HIPAA or 21 CFR Part 11 requirements.

Electronic Signature
Templates
Miscellaneous
Manager Approval Resolution

Manager Approval Resolution

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

MANAGER APPROVAL RESOLUTION

This Manager Approval Resolution (the Resolution) is adopted by the Board of Managers of Company Name: pursuant to the authority vested in the Board and managers under the operating agreement and applicable law.

RECITALS

WHEREAS, the Board of Managers convened at a duly called meeting on Meeting Date: , at which a quorum was present; and

WHEREAS, the managers have reviewed the proposed transaction and related documents concerning Transaction Description: ; and

WHEREAS, Manager Name: has recommended approval as set forth below.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED that the managers of the Company hereby approve and authorize the execution, delivery and performance of the transaction described above on the terms and conditions set forth in this Resolution and in any ancillary documents approved by the managers.

SCOPE OF WORK

Detailed Scope

PAYMENT TERMS

Total Amount Payable Payment Schedule Late Payment Fee

Any amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the maximum lawful rate permitted by applicable law. The Company may withhold further approvals or suspend performance until delinquent amounts are paid.

TERM AND TERMINATION

This Resolution shall be effective as of Effective Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this section.

Notice of Termination Termination for Cause

Any termination shall be without prejudice to any rights or obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed in connection with the subject matter of this Resolution, including business plans, financial information, proprietary techniques, customer data and other trade secrets (Confidential Information). Confidential Information shall not be used for any purpose other than performance under this Resolution and shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party.

The obligations in this section shall survive termination of this Resolution for a period of three (3) years, or for as long as the information remains a trade secret under applicable law, whichever is longer.

Acknowledgment: I acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Resolution, together with any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

CERTIFICATION

I hereby certify that the foregoing Resolution was duly adopted by the Board of Managers of the Company in accordance with the operating agreement and applicable law and that the actions authorized herein are within the powers of the managers.

Resolution Effective Date: Resolution Number:

Company:

By:

Date:

Manager:

By:

Date:

What a Manager Approval Resolution Is and when it applies

The Manager Approval Resolution is a written corporate action that documents the board's or members' formal delegation of authority to one or more managers or officers to approve specific transactions, contracts, or expenditures on behalf of the entity. Commonly used by corporations and limited liability companies, it sets scope, effective dates, monetary limits, and reporting obligations, and becomes part of the company's minute book. Although typically executed as a signed resolution, it may be completed and retained electronically where ESIGN and applicable state UETA or ESRA rules permit electronic records and signatures.

Why documenting delegated authority matters

A Manager Approval Resolution clarifies decision authority, reduces approval delays, and creates an auditable record of delegated powers. It limits personal liability for managers acting within scope, helps meet third-party requirements like bank or vendor reliance, and supports transparent governance.

Who typically prepares and relies on this resolution

Who typically completes a Manager Approval Resolution depends on entity type and internal governance processes.

Small-business owners and LLC managers who need written delegation for financial or contractual approvals.
Corporate secretaries preparing certified resolutions for banks, lenders, or capital transactions.
Board members documenting one-time authorities such as asset sales, loans, or vendor agreements.

Use legal counsel for complex delegations or when state law requires specific formalities such as notarization or minute book entries.

Core elements to include in a professional resolution

Essential parts of a Manager Approval Resolution ensure clarity on authority, limits, duration, reporting, conditions, and any required attestations or notarization.

Resolution Title

Provide a clear title and cite the adopting body, meeting date, or written consent so the action links to the company's minutes and official records.

Delegated Authority

Specify the manager(s) by name and role, define the exact powers delegated, monetary thresholds, geographic limits, whether authority is exclusive or shared, and required reporting to the board.

Effective Date

State the effective date and expiration or review date; indicate retroactive authorization only if explicitly approved and documented, and include conditions that trigger early termination or renewal.

Scope & Limits

Define transaction types covered (contracts, leases, payments), single-transaction ceilings, cumulative limits, categories expressly excluded from delegation, example scenarios, and approval procedures for exceptions that exceed stated limits.

Documentation

Require copies of signed contracts, purchase orders, or payment vouchers be filed with corporate records; specify format and retention location for audit, and designate a custodian responsible for maintaining records.

Attestation & Notary

Indicate whether manager signatures require attestation, witness statements, or notarization; note when banks or counterparties may request a certified copy or corporate seal, and require retention of any notarial journal entries.

Required information fields (quick reference)

Company Name: Full legal entity name exactly.

Manager Name: Full legal name and title.

Effective Date: Enter as MM/DD/YYYY format.

Authority Scope: Describe actions authorized and limits.

Signatures: All signers must sign and date.

Record Location: Where resolution will be filed.

Step-by-step: drafting to filing in four actions

Follow these steps to prepare and execute a Manager Approval Resolution correctly and preserve a clear corporate record.

01

Draft: Prepare resolution language and define authority precisely.
02

Review: Have counsel or secretary verify corporate compliance.
03

Adopt: Approve at meeting or by written unanimous consent.
04

Record: File signed copy in minute book and distribute copies.

Where signed resolutions are sent and stored

Routing and storage determine who receives and relies on the resolution; follow internal and third-party submission conventions.

Internal Records: Place original with corporate minute book custodian.
Banking: Provide certified copy to banks upon request.
Vendors: Send signed authorization when counterparty requires proof.
Regulators: Attach to filings when statute requires disclosure.

Digital execution: platform and format considerations

Electronic completion and submission require secure platforms, signer authentication options, and storage that preserves audit trails and reproductions.

File Types: PDF or DOCX preferred for records.
Authenticator: Email, SMS, or stronger KBA options.
Integrations: Works with common systems like Salesforce and NetSuite.

Consequences of an incorrect or missing resolution

Invalid Authority: Third parties may reject actions.

Counterparty Refusal: Banks may demand certified resolution.

Personal Liability: Managers risk liability if beyond scope.

Contract Voidable: Contracts signed without authority may be void.

Regulatory Penalty: Industry-specific fines possible.

Recordkeeping Violation: Noncompliance triggers audit findings.

Common preparation mistakes to avoid

Using vague delegation language such as 'in its discretion' or 'as needed' which creates ambiguity and may lead to disputes or refusal by third parties.
Failing to specify monetary thresholds or cumulative limits, resulting in managers unknowingly exceeding authorized amounts and exposing the company to unauthorized obligations.
Not updating resolutions after personnel changes; retained resolutions naming departed managers can cause reliance problems and slow transaction processing.
Assuming electronic signatures suffice without confirming counterparty or bank acceptance, notarization requirements, or whether state law imposes additional formalities.

Practical drafting and governance recommendations

Follow standardized drafting and approval workflows to reduce ambiguity and accelerate third-party acceptance of Manager Approval Resolutions.

Draft clear and limited authority language

Use precise, measurable terms for permitted actions, monetary limits, and timeframes. Avoid open-ended phrases; include reporting requirements and exceptions so third parties and internal auditors can verify authority before accepting documents.

Confirm signer identity and capacity consistently

Require printed names, titles, and where necessary, identity verification (ID, corporate records). Record capacity (e.g., 'Manager' or 'Authorized Officer') to ensure signatures bind the entity and to facilitate bank acceptance.

Keep certified copies and minute book updated

After adoption, provide certified copies to counterparties as requested and permanently file the signed resolution in the corporate minute book to preserve evidentiary support for future transactions and internal audits.

Use validated eSignature platforms and audit logs

Select eSignature providers that produce tamper-evident PDFs, detailed audit trails, and authentication options. Confirm HIPAA or 21 CFR Part 11 compliance for regulated records, and retain audit exports with the resolution.

Quick reference grid for administrators

Alternative quick reference for executing a Manager Approval Resolution in a single view for busy administrators.

01

Prepare:

Draft resolution and record reference.

02

Legal Review:

Have counsel review wording for compliance.

03

Adopt:

Board vote or written consent.

04

Sign:

Managers sign and date in capacity.

05

Notarize:

If required, notarize or RON session.

06

File:

Store in minute book and archive.

Pricing and capability snapshot for common eSignature vendors

Compare starting price, trial availability, bulk send, audit trails, HIPAA support, and envelope limits for typical eSignature vendors.

	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	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Varies	Varies	Varies	Varies
Envelope Cap	No cap	100 envelopes/user/year	No cap	No cap	No cap

Frequently asked questions about execution and validation

Answers to frequent questions about preparing, signing, and validating a Manager Approval Resolution, including electronic signature and notarization concerns.

Need help? Contact support

Can a Manager Approval Resolution be signed electronically?
Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA adoption, electronic signatures are generally enforceable for internal corporate documents unless a specific exception applies. Confirm counterparty and bank acceptance, and preserve authentication and retention evidence.
Do banks require notarization or certified copies?
Often banks or lenders request a certified copy or notarized resolution before accepting authority. Requirements vary by institution; include a notary block when doubts exist and prepare a certified copy signed by the corporate secretary to streamline banking requests.
When is notarization required for a resolution?
Notarization is not universally required for Manager Approval Resolutions. It becomes necessary when statutes, bank policies, or third parties demand a notarized signature or when a document will be recorded. Check the receiving party's requirements and state notary rules.
Are electronic notarizations accepted in my state?
Remote Online Notarization (RON) is permitted in most states but rules differ. Over 45 states permit permanent RON; some states maintain limits. Verify the state's RON statute and confirm retention and identity proofing requirements before relying on RON for notarized resolutions.
How do I preserve legal validity when signing electronically?
Demonstrate intent, obtain consent to electronic records, attribute actions to specific signers, and retain reproducible records per the ESIGN four‑part test. Capture timestamps, signer authentication, and an audit trail that supports attribution and integrity.
Which signNow plans support advanced workflows?
signNow offers tiered plans: Business (entry level), Business Premium (adds bulk send), Enterprise (advanced fields and authentication), and Site License (usage-based). Choose a plan matching volume and integration needs; review plan details for HIPAA or 21 CFR Part 11 requirements.

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