Is an electronic signature valid?

Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and record retention are present.

Who must sign the resolution?

Signers should be those specified by the operating agreement—typically members or authorized managers. Record whether action was by vote or written consent to show compliance with governing rules.

Do resolutions need notarization?

Not usually required for corporate governance purposes, but banks or third parties may request notarization. Check state rules and the recipient’s policy before executing.

How do I amend a signed resolution?

Adopt a new resolution or amendment signed by the required members or managers. Retain both original and amendment and record the member vote or written consent for the change.

What if member names differ from formation records?

Correct name mismatches before presenting the resolution. Use legal entity or full legal names to avoid rejection by banks or counterparties requiring formation-document matching.

How long should I keep executed resolutions?

Retain executed resolutions for the life of the authorization plus years as required by applicable rules: IRS minimums (IRC §6501(a)), HIPAA (45 CFR §164.530(j)) where applicable.

Electronic Signature
Templates
Legal
Members Resolution Agreement

Members Resolution Agreement

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

Members Resolution Agreement

This Members Resolution Agreement (the Agreement) is made as of by and among Member 1 Name: with principal address: , and Member 2 Name: with principal address: (each a Member and collectively, the Members).

RECITALS

WHEREAS, the Members are the record owners of membership interests in the limited liability company known as (the Company); and

WHEREAS, the Members deem it advisable and in the best interests of the Company to adopt and ratify the resolutions set forth below to authorize specified actions relating to the management and affairs of the Company; and

WHEREAS, the Members desire to memorialize in writing their unanimous or majority consent to such actions in accordance with the Company operating agreement and applicable law.

NOW, THEREFORE, BE IT RESOLVED

Adoption of Resolutions. The Members hereby adopt and approve the resolutions described in Section 2 below (the Approved Actions). The Members direct that the Approved Actions be carried out in accordance with the terms set forth herein.
Approved Actions. The specific actions approved by this Agreement are as follows:
Authorization. The Members hereby authorize and empower to execute and deliver, on behalf of the Company, all documents, certificates and instruments and to take all actions reasonably necessary or desirable to effectuate the Approved Actions, including the power to make any filings, to negotiate terms consistent with the Approved Actions, and to incur reasonable expenditures in connection therewith.
Ratification of Prior Acts. All actions taken by any Member, manager, officer or authorized representative of the Company prior to the date hereof that are within the scope of the Approved Actions are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.
Effective Date of Resolutions. The resolutions set forth in this Agreement shall be effective as of unless another effective date is stated in the Approved Actions.
Representations and Warranties. Each Member represents and warrants that (a) such Member is duly organized and in good standing under the laws of its jurisdiction of organization; (b) the person executing this Agreement on behalf of such Member has the full power and authority to bind such Member; and (c) the execution and performance of this Agreement will not violate any agreement or obligation to which such Member is a party.
Voting Record. The Members acknowledge that the following voting record reflects the consents given with respect to the Approved Actions:
Member 1 Vote: For Against Abstain

Member 2 Vote: For Against Abstain
Waiver; Amendments. No waiver of any provision of this Agreement shall be valid unless in a writing signed by the Member against whom the waiver is sought to be enforced. This Agreement may be amended only by a written instrument signed by all Members.
Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Members at the addresses set forth below or at such other address as a Member may provide by written notice to the other Member.
Notice address for Member 1 Notice address for Member 2

MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law.

Entire Agreement: This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, among the Members with respect thereto.

Severability: If any provision of this Agreement 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 thereby.

Counterparts: This Agreement 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 or electronic signatures shall be treated as originals for all purposes.

CERTIFICATION

The undersigned hereby certifies that the foregoing resolutions were duly adopted in accordance with the Company's operating agreement and applicable law and that the signatures below are true and correct.

Member 1 — Print Name:

By:

Date:

Member 2 — Print Name:

By:

Date:

What a Members Resolution Agreement Is and When it’s Used

A Members Resolution Agreement is a written record adopted by the members of a limited liability company or similar member-managed entity to document a collective decision. It formalizes actions such as approving contracts, appointing officers, authorizing bank accounts, or consenting to mergers and major financial transactions and provides evidence of member intent and corporate authority for third parties.

Why a Clear, Signed Resolution Matters

A signed Members Resolution Agreement creates an auditable record of member approval, reduces ambiguity about who may act on the entity’s behalf, and supports compliance with internal governance and external requirements such as banking or counterparty onboarding.

Who typically prepares and relies on a Members Resolution Agreement

Organizations use resolutions when member approval is required to evidence authority to third parties or to meet internal governance rules.

Managing members and managing member teams who must document formal decisions for the company
In-house or outside counsel preparing governance documentation and verifying corporate authority
Banks, lenders, and counterparties asking for documented member authorization to open accounts or complete transactions

Resolutions are often retained with corporate records and provided to banks, attorneys, or partners as proof of member action.

Essential Parts of a Professional Members Resolution Agreement

A complete resolution is concise but precise: it identifies the entity and members, states the action approved, records the vote or consent method, and includes signatures, dates, and any required attachments or authority delegations.

Title

Clear name referencing the company and the subject matter, e.g., 'Resolution of Members of [LLC Name] Approving Bank Signatories.'

Recitals

Brief background statements that explain the context or reason for the action being taken, giving factual support for the resolution.

Resolved Items

Numbered clauses specifying the precise actions authorized, the scope of authority, and any limits, dollar thresholds, or effective dates.

Vote Record

Statement of vote results or written consents, including member names, ownership percentages if relevant, and whether unanimous or majority action was achieved.

Signature Blocks

Lines for member signatures, printed names, titles (if applicable), and dates; specify whether electronic signatures are acceptable.

Attachments

Supporting documents such as amended operating agreements, power delegations, or identification for authorized signers attached or referenced.

Step-by-step: How to complete and approve the resolution

Follow these steps in sequence to prepare, approve, and document a valid Members Resolution Agreement that will be usable by banks and counterparties.

01

Draft the Resolution: Prepare a precise resolution text including the action, limits, and effective date.
02

Confirm Authority: Check the operating agreement or governing documents for required approval thresholds.
03

Obtain Member Consent: Record votes at a meeting or collect written consents according to governing rules.
04

Finalize and Sign: Collect dated signatures and distribute executed copies to stakeholders and recordkeepers.

How to configure an online approval workflow

Set each workflow option deliberately to match your governance rules and required authentication level for signing.

Field	Configuration
Recipient Order	Sequential or parallel routing depending on approval needs
Authentication	Email link, SMS code, or KBA for higher assurance
Signature Type	Specify electronic signature acceptance and method
Audit Trail	Enable full event logging and certificate of completion

Technical considerations for eSigning and distribution

Choose tools and settings that preserve the document’s integrity, capture signer intent, and meet any industry compliance needs.

Integrations: Salesforce, NetSuite, Google Workspace compatible
File Formats: PDF and DOCX supported for signed export
Security: AES-256 at rest; TLS 1.2/1.3 in transit

Typical routing and submission paths for a signed resolution

After signatures are collected, route certified copies to internal recordkeepers and any external parties that requested proof of authority.

Internal Records: Store executed resolution with corporate minute book and operating agreement
Banks: Provide signed resolution to establish authorized signatories
Legal Counsel: Send a copy for legal file and future reference
Counterparties: Attach when executing contracts or transferring assets

Timing considerations and recommended handling deadlines

Resolutions should be dated, signed promptly after approval, and circulated immediately to parties that rely on them to avoid operational delays.

Effective Date:

Enter MM/DD/YYYY; determines when authority begins

Signature Deadline:

Collect signatures within a few business days after approval

Bank Submission:

Provide executed copy when opening accounts or changing signatories

Record Retention:

File executed copy with corporate records immediately

Amendment Timing:

Amend as soon as circumstances requiring change are approved

Representative eSignature pricing and capabilities comparison

Compare starting prices and key capabilities for common eSignature providers. signNow is listed first per table 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
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Key information to include for identity and verification

Entity Name: Full legal name

Member Names: Printed names

Member Roles: Titles or positions

Action Details: Specific authority

Dates: Execution and effective

Signatures: Dated signings

Consequences of an incomplete or incorrect resolution

Invalid Authority: Third parties may refuse reliance

Contract Risk: Agreements could be unenforceable

Bank Delays: Account setup may be blocked

Internal Disputes: Member disagreements about scope

Regulatory Exposure: Noncompliance with statutory formalities

Increased Costs: Attorney and re-execution fees

Common drafting and execution mistakes to avoid

Using informal or vague language that fails to specify limits, dates, or dollar amounts and leaves interpretation to third parties
Failing to check the operating agreement for required voting thresholds or noticing requirements before recording member approval
Omitting full legal names or titles so banks and counterparties cannot verify signatory authority against formation records
Collecting unsigned or undated copies or relying on initials without explicit acceptance of electronic signatures

Practical tips for accuracy and acceptance

Adopt consistent internal procedures and use precise language to reduce friction when presenting resolutions to banks, partners, or regulators.

Keep it specific

State exact authorities, thresholds, and effective dates. Specificity prevents disputes and eases acceptance by third parties who will rely on the document.

Reference governing documents

Cite the operating agreement or bylaws section authorizing the resolution. This links the action to your internal authority structure and supports enforceability.

Collect clear evidence of consent

Record meeting minutes or attach written consents showing votes and ownership percentages where required by the operating agreement or state law.

Preserve an audit trail

Retain signed copies, timestamps, and signer authentication records to demonstrate intent and attribution in case of later challenge.

Examples: how resolutions are used in practice

Two brief scenarios below illustrate common uses of Members Resolution Agreements and the practical paperwork involved.

Case Study 1

A small LLC needed to add a bank signatory for a new account

Members approved a written resolution at a noticed meeting
The bank accepted the notarized resolution and specimen signature, enabling account opening without further delay.

Case Study 2

A fund required member approval to invest in a joint venture

Members executed unanimous written consents electronically
The executed resolution served as proof for counsel and the counterparty to proceed with closing.

Frequently asked questions about Members Resolution Agreements

Answers to common questions about validity, signatures, notarization, amendments, and storage to help you avoid execution problems.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and record retention are present.
Who must sign the resolution?
Signers should be those specified by the operating agreement—typically members or authorized managers. Record whether action was by vote or written consent to show compliance with governing rules.
Do resolutions need notarization?
Not usually required for corporate governance purposes, but banks or third parties may request notarization. Check state rules and the recipient’s policy before executing.
How do I amend a signed resolution?
Adopt a new resolution or amendment signed by the required members or managers. Retain both original and amendment and record the member vote or written consent for the change.
What if member names differ from formation records?
Correct name mismatches before presenting the resolution. Use legal entity or full legal names to avoid rejection by banks or counterparties requiring formation-document matching.
How long should I keep executed resolutions?
Retain executed resolutions for the life of the authorization plus years as required by applicable rules: IRS minimums (IRC §6501(a)), HIPAA (45 CFR §164.530(j)) where applicable.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now