Can a resolution be e-signed?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and most states adopting UETA, electronic signatures are legally valid if intent, consent, attribution, and retention requirements are met.

Do banks accept e-signed resolutions?

Many banks accept e-signed resolutions, but policies vary. Confirm the bank’s acceptance rules and whether they require notarized or certified copies before relying on an e-signed version.

Is notarization required?

Not normally required by statute for a standalone resolution, but third parties commonly request notarization; where needed, obtain an in-person acknowledgement or an accepted RON session.

What if a member’s name differs?

Mismatched or informal names can invalidate acceptance. Use the member’s full legal name as shown on government-issued ID and formation records to avoid verification failures.

How do I amend a resolution?

Adopt a new resolution stating the amendment, record the member vote, and distribute certified copies. If the change requires an amendment to formation documents, file with the state as required.

How long should I keep executed copies?

Retain executed resolutions for the life of the company action plus several years; follow IRS and industry standards such as IRC §6501(a) (3 years) and HIPAA rules where applicable.

Electronic Signature
Templates
Miscellaneous
Members' Resolution Document

Members' Resolution Document

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Members' Resolution Document

Company Name: State of Formation:

Date of Resolution:

WHEREAS

WHEREAS, the Company is duly organized and existing under the laws of the State of and maintains its principal place of business at ;

WHEREAS, the undersigned Members represented below collectively hold of the membership interests of the Company and have authority to adopt this resolution on behalf of the Company; and

WHEREAS, the Members have determined that it is in the best interests of the Company to authorize and approve the actions described in this Resolution.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED, that the Members hereby authorize, approve and direct the officers of the Company to take all actions necessary or advisable to effectuate the matters set forth in this Resolution in accordance with the terms and conditions set forth below.

Scope of Work

Description of Authorized Actions

Payment Terms

Total Authorized Amount Payment Schedule and Milestones Late Payment

Any past due amount shall accrue interest at the lesser of or the maximum rate permitted by applicable law, together with all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date: Term Expiration Date:

Either party may terminate this authorization for convenience upon written notice to the other party given not less than prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

All non-public information disclosed by the Company or its Members in connection with the matters authorized by this Resolution shall be considered Confidential Information. The receiving party shall hold such Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or with the prior written consent of the disclosing party. The confidentiality obligations shall survive termination of this Resolution for a period of from the date of disclosure.

Governing Law

This Resolution and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Resolution constitutes the entire agreement and understanding among the Members and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment to this Resolution must be in writing and signed by Members holding at least the same approval percentage required for the action being amended.

Certification of Members

The undersigned Members hereby certify that the foregoing is a true and correct copy of the Resolution duly adopted in accordance with the operating agreement and applicable law, and that the actions authorized herein were approved by the Members as required.

List of Members and Ownership Percentages

This Resolution is adopted by: Unanimous Written Consent

Company:

By:

Date:

Member Representative:

By:

Date:

What a Members' Resolution Document Is and When it’s Used

A Members' Resolution Document is a formal record adopted by the members of an LLC or similar member-managed entity to authorize a specific corporate action. Typical uses include approving bank account signatories, authorizing loans, appointing managers or officers, approving amendments to governing documents, and authorizing the sale or lease of significant assets. The resolution documents the members’ vote, records the authorized scope of action, and becomes part of the company’s corporate minute book. Resolutions are often required by third parties (banks, lenders, counterparties) to verify authority.

Why a Clear Resolution Document Matters

A properly drafted Members' Resolution creates a clear, contemporaneous record of who authorized an action and under what authority, reducing third-party friction and legal uncertainty.

Who Typically Prepares and Uses This Resolution

The Members' Resolution is prepared by corporate officers, company counsel, or an authorized member and shared with signatories and third parties.

Company managers and officers who need to document member approvals for transactions or delegations.
Banks, lenders, and title companies that require proof of authorized signers or approvals.
In-house counsel or external attorneys preparing corporate records and supporting documentation.

Keep an executed copy in the company minute book and provide certified copies to banks or counterparties as requested.

Typical Roles That Sign and Approve

LLC Member

Members who vote to authorize corporate actions and who may be required to sign the resolution or certify its passage for third parties.

Officer / Manager

An officer or manager designated to implement the resolution (open accounts, sign closing documents) and to provide certified copies to external parties.

Essential Data Elements to Include

Company name: Exact legal entity name

Company EIN: Employer Identification Number

Resolution title: Short descriptive title

Effective date: MM/DD/YYYY format

Authorized action: Clear, specific authority

Signatures: Member or officer signatures

Consequences of an Incorrect or Incomplete Resolution

Rejected by bank: Third parties may refuse acceptance

Unauthorized actions: Risk of invalid contracts

Fiduciary claims: Member disputes or litigation

Contract unenforceable: Counterparty may deny performance

Regulatory exposure: Failure to comply with statutes

Recordkeeping gaps: Audit or tax complications

Common Preparation Errors to Avoid

Using an informal note instead of a signed resolution, which can lead banks to reject the document.
Failing to match the legal entity name and EIN exactly to public records or bank accounts, causing processing delays.
Authorizing vague actions like 'authorize officers' without specifying the exact authority or transaction limits.
Skipping a dated signature block or not recording the member vote, which undermines the resolution’s evidentiary value.

Step-by-Step: How to Prepare and Execute a Members' Resolution

Follow these steps to create a resolution that third parties can accept and that becomes a reliable corporate record.

01

Draft resolution: Write a clear title, recitals, and the specific authority granted.
02

Record the vote: Document the members’ vote outcome and any quorum details.
03

Sign and date: Secure required signatures and dates from members or officers.
04

Store certified copy: Place an executed copy in the minute book and share as needed.

Where to Send or File an Executed Resolution

Different recipients and filing locations may require certified or notarized copies; identify requirements before sending the executed document.

Company minute book: Store original executed copy internally.
Bank or lender: Provide certified or notarized copies on request.
Title/escrow: Include resolution when closing property transactions.
Third-party counterparty: Attach as evidence of authority to sign agreements.

Digital Workflow Settings for Online Completion

Configure these settings when completing or distributing the resolution electronically to ensure authentication and recordkeeping.

Field	Configuration
Signer order	Specify member or officer signing sequence
Authentication	Email link, SMS code, or stronger KBA
Notarization	Select RON or in-person as required
Storage	PDF with audit trail and secure retention

Technical Considerations for eSigning and Distribution

Choose authentication and storage options that meet legal and third-party requirements when sending the resolution electronically.

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

Timelines and Practical Deadlines to Watch

Resolutions themselves often have no statutory filing deadline but timing matters for associated tasks and third-party acceptance.

Effective date:

Date stated in resolution controls when authority begins

Bank acceptance:

Banks may require certified copies before account opening

Amendments:

If accompanying an amendment, follow state filing timelines

Retention start:

Retention begins on execution date

Notarial records:

RON audio/video retention may be required

Key Processing Milestones After Approval

Track these sequential milestones from drafting through final storage to ensure the resolution is effective and usable by third parties.

01

Draft prepared

Resolution text and recitals completed for review

02

Member vote

Members approve resolution per governing documents

03

Execution

Required signatures and notarization are obtained

04

Distribution

Certified copies delivered and original filed

How a Members' Resolution Differs from Related Documents

Compare core differences to choose the right document type for your corporate action or recordkeeping need.

Criteria	Members' Resolution	Operating Agreement
Purpose	authorize action	governing rules
Formality	single-event record	governing document
Third-party use	high (banks, lenders)	low
Amendment required	sometimes	yes for structural change

eSignature Vendor Pricing Comparison for Executing Resolutions

Compare baseline plans and selected features relevant to signing and delivering Members' Resolution documents across market 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 by plan	Varies by plan	Free trial available	Free trial available
Bulk Send	Yes (Premium)	Yes	Yes	Yes	Limited
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes	Yes	No	No

Practical Tips for Accurate and Efficient Completion

Follow these practical controls to reduce errors and speed acceptance by banks and counterparties.

Use exact legal names

Confirm and type the entity’s official name and EIN exactly as shown in formation documents and bank records to avoid verification delays and potential rejections by third parties.

Be specific about authority

Describe the exact powers granted, including monetary limits, time limits, or transaction types, so third parties can confirm the scope without additional follow-up.

Include a notarization block when needed

If a bank or counterparty regularly requests notarized resolutions, include a notary acknowledgement and plan for either in-person notarization or remote online notarization where accepted.

Keep certified copies

Store a certified electronic PDF and physical copy in the minute book so you can quickly deliver evidence of authority on demand.

Real-World Examples of How Resolutions Are Used

These two short scenarios illustrate common uses of a Members' Resolution and the typical downstream requirements.

Opening a Bank Account

A two-member LLC authorized the manager to open a business checking account.

Bank requested a certified resolution and identification.
The members delivered a notarized copy and a certified minute, allowing the bank to add authorized signers and activate online banking.

Authorizing Real Estate Sale

Members approved the sale of a commercial parcel by resolution.

Title company required proof of authority.
The company provided the executed resolution and certified meeting minutes, enabling closing without requiring each member’s in-person appearance.

Frequently Asked Questions about Members' Resolutions

Answers to common questions about legality, e-signatures, notarization, and third-party acceptance for Members' Resolution documents.

Need help? Contact support

Can a resolution be e-signed?
Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and most states adopting UETA, electronic signatures are legally valid if intent, consent, attribution, and retention requirements are met.
Do banks accept e-signed resolutions?
Many banks accept e-signed resolutions, but policies vary. Confirm the bank’s acceptance rules and whether they require notarized or certified copies before relying on an e-signed version.
Is notarization required?
Not normally required by statute for a standalone resolution, but third parties commonly request notarization; where needed, obtain an in-person acknowledgement or an accepted RON session.
What if a member’s name differs?
Mismatched or informal names can invalidate acceptance. Use the member’s full legal name as shown on government-issued ID and formation records to avoid verification failures.
How do I amend a resolution?
Adopt a new resolution stating the amendment, record the member vote, and distribute certified copies. If the change requires an amendment to formation documents, file with the state as required.
How long should I keep executed copies?
Retain executed resolutions for the life of the company action plus several years; follow IRS and industry standards such as IRC §6501(a) (3 years) and HIPAA rules where applicable.

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