Can a resolution be signed electronically?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the transaction meets intent, consent, attribution, and retention requirements. Confirm industry-specific exceptions before relying on e-signature alone.

Is notarization or witness required?

Most membership resolutions do not legally require notarization or witnesses, but certain banks or counterparties may ask for notarized or witnessed signatures. Check the requesting party’s policy and entity governing documents to confirm requirements.

Who may sign the resolution?

Signers should be those authorized by the operating agreement or bylaws (managers, officers, or authorized agents). Include printed names and titles to make authority evident to third parties.

How should I store the executed resolution?

Keep a signed PDF with an audit trail and a certified copy in the corporate minute book. Retain according to your retention schedule and applicable laws to ensure availability for audits or disputes.

What if a name or date is incorrect on the signed copy?

Minor errors may be corrected with an amended resolution or affidavit of correction signed by the same authority. For substantive defects, obtain a fresh resolution following the proper approval process.

How can I revoke or amend a resolution?

A resolution can be amended or revoked by subsequent resolution following the entity’s voting or consent procedures; document the revocation clearly and record it with corporate records to avoid confusion.

Electronic Signature
Templates
Miscellaneous
Membership Resolution Document

Membership Resolution Document

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

MEMBERSHIP RESOLUTION DOCUMENT

Resolution Number: Date Adopted:

WHEREAS

WHEREAS, the Members of (the "Company") convened at a duly called meeting on for the purpose of considering the matters set forth in this resolution; and

WHEREAS, a quorum consisting of of the voting membership was present in person or by proxy and the following action was approved by the required vote of the Members; and

WHEREAS, the Members deem it in the best interests of the Company to authorize and ratify the actions described in this resolution, including the admission, capital contribution or changes to membership rights for:

RESOLUTION — SCOPE OF ACTION

Resolved, that the Company hereby authorizes and approves the following action(s). The scope of the authorization shall be described in detail below, including any conditions precedent, deliverables, and responsibilities of the parties.

PAYMENT TERMS (IF APPLICABLE)

Capital Contribution Amount Payment Schedule / Terms Late Fee / Interest

TERM AND TERMINATION

This resolution shall be effective as of and shall continue in effect until unless earlier terminated in accordance with the Company's governing documents. Termination or withdrawal of membership shall require written notice delivered not fewer than days prior to the intended termination date.

CONFIDENTIALITY

All Members and the Company shall maintain in confidence all non-public information disclosed in connection with the matters approved herein. Members agree not to disclose or use such confidential information other than as reasonably required to perform their obligations, except as authorized in writing or required by law.

Acknowledgement of Confidentiality: Confidentiality applies to the actions authorized by this resolution

GOVERNING LAW

This resolution and any disputes arising under or in connection with it shall be governed by and construed in accordance with the laws of the State of without regard to that state's choice of law principles.

ENTIRE AGREEMENT

This document, together with the Company's governing instruments and any documents expressly referenced herein, constitutes the entire agreement of the Members with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

CERTIFICATION

I hereby certify that the foregoing resolution was duly adopted by the Members of the Company in accordance with the Company's operating documents and applicable law, and that the actions set forth herein are authorized and binding on the Company.

Certified By (Print Name and Title) Certification Date

Organization Representative:

By:

Date:

Title:

Member:

By:

Date:

Member Role / Title:

What a Membership Resolution Document Is and When it’s Used

A Membership Resolution Document records official decisions by a limited liability company or other membership-based entity, such as admitting or removing a member, approving transfers, or authorizing an officer to act. It states the action taken, identifies voting members or managers, cites the authority under the operating agreement or bylaws, and includes an effective date and signatures. Resolutions are typically retained with corporate records and may be presented to banks, investors, or regulators as evidence of authority. Electronic execution is generally permitted under U.S. e-signature law when the four basic legal requirements are met.

Why a Clear Resolution Protects the Organization

A properly drafted Membership Resolution Document creates an auditable record of governance actions, reduces disputes about authority, and supports third-party reliance for banking or contracting. When executed and retained correctly, it helps satisfy compliance and audit requirements and evidences corporate consent for transactions.

Who Typically Prepares and Relies on This Resolution

Common users include company managers, corporate secretaries, and outside professionals who must show proof of authority.

LLC managers and members often prepare or approve resolutions to document membership changes or major approvals.
Corporate secretaries and in-house counsel compile and retain resolutions as part of statutory corporate records.
Banks, title companies, and investors request resolutions as evidence that a named individual may sign or bind the entity.

Step-by-Step: Create and Execute a Membership Resolution

Follow these core steps to prepare, approve, and file a resolution that third parties can accept without additional verification delays.

01

Draft: Describe action, cite authority, and list affected members or managers.
02

Approve: Hold the vote or obtain written consent per operating agreement rules.
03

Sign: Collect signatures, dates, and any required witness or notarization.
04

Record: Store in corporate minute book and provide certified copies as needed.

How to Configure an Online Completion Workflow

Set these basic workflow elements when building an electronic resolution to ensure correct signer order, authentication, and recordkeeping.

Field	Configuration
Template Name	Use a descriptive name for reuse across similar resolutions.
Signer Order	Define sequential or parallel signing to match bylaws or member agreements.
Authentication	Choose email, SMS code, or stronger ID verification as required.
Retention Policy	Set automatic archive and export of signed PDF and audit trail.

Delivery Methods and Platform Considerations

Decide how you will distribute, authenticate, and store the signed resolution before sending to avoid rework.

Distribution Channels: Email signing links, secure portal access, or in-person signing are common methods.
Authentication Level: Use SMS or KBA when banks or regulators require stronger signer identity proof.
Storage Format: Save a PDF with audit trail and retain original signed copies per retention policy.

Typical Routing: From Draft to Certified Copy

A standard routing includes preparation, approval, execution, and distribution steps; automate where possible to shorten turnaround.

Prepare Document: Populate template, attach exhibits, and set signer roles.
Send for Signature: Deliver by secure link with chosen authentication method.
Complete Execution: Capture signer IP, timestamp, and any verification steps.
Issue Certified Copy: Save signed PDF with audit trail and distribute certified copies as needed.

Essential Sections to Include in a Professional Resolution

A concise, well-structured resolution reduces ambiguity and supports third-party reliance; include the following elements for clarity and enforceability.

Header

Identify the entity, document title, and any internal reference numbers so the resolution is easily located within corporate records and cross-referenced to minutes or filings.

Recitals

Provide brief facts and legal basis (operating agreement or bylaws) so readers understand the context and source of authority for the action being taken.

Resolved Clause

State the precise action to be taken, including authority granted, limits, and any conditions — clarity here avoids disputes and operational delays.

Authorization

Name the individual(s) authorized to implement the resolution, including titles and any delegation limits, to signal to banks or partners who has signing power.

Signatures

Include signature lines with printed name, title, and date for each authorized signer; add witness or notary blocks if required by governance or third parties.

Exhibits

Attach supporting documents such as member consents, meeting minutes, or certificate amendments to preserve the complete factual record and enable verification.

Required Information Commonly Included

Entity Name: Full legal name

Member Names: List of affected members

Action Summary: Clear description

Effective Date: MM/DD/YYYY format

Signer Details: Printed name and title

Supporting Docs: Exhibits or minutes

Common Preparation Errors and How They Cause Delays

Using informal or ambiguous language in the resolved clause leads to third-party rejection or requests for clarification.
Mismatched entity or signer names between the resolution and formation records prompt banks to require certified copies or amendments.
Failing to follow the operating agreement’s approval procedure (written consent vs. voted minutes) can render the resolution procedurally defective.
Not retaining a signed copy with an audit trail makes it difficult to verify execution date and signer identity during audits or disputes.

Potential Consequences of an Incorrect Resolution

Invalid Authorization: Third parties may refuse to recognize unsigned or improperly executed resolutions.

Contract Rejection: Banks or counterparties can decline transactions requiring clear authority.

Operational Delay: Missing or incorrect approvals slow business-critical actions.

Dispute Risk: Ambiguity can lead to litigation or internal conflict.

Recordkeeping Violation: Failure to retain required records risks noncompliance.

Remedial Costs: Corrective filings or legal review increase expenses.

Supporting Documents and Export Options to Keep with Resolutions

Collect and store related documents together; choose file formats that preserve signatures and audit trails for long-term access.

Certified PDF

Export a signed PDF with embedded audit trail and timestamps to preserve the execution record and simplify sharing with banks or counsel.

Word DOCX

Keep an editable copy for internal recordkeeping and future amendment, while treating the signed PDF as the authoritative executed version.

Audit Trail

Store the platform-generated certificate of completion showing signer identity, IP, timestamps, and authentication method alongside the signed document.

Attached Exhibits

Include meeting minutes, member consents, or amended operating agreement excerpts as referenced exhibits for verification.

Vendor Pricing and Feature Snapshot for Executing Membership Resolutions

Compare common price and capability considerations across popular eSignature solutions; signNow is listed first per comparison protocol.

	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	Available (select plans)	Available on higher tiers	Available on select plans	Available (enterprise)	Available on paid plans
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	Varies by plan	Varies by plan
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Membership Resolutions

Answers to common questions about execution, notarization, e-signatures, retention, and correcting or revoking resolutions.

Need help? Contact support

Can a resolution be signed electronically?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the transaction meets intent, consent, attribution, and retention requirements. Confirm industry-specific exceptions before relying on e-signature alone.
Is notarization or witness required?
Most membership resolutions do not legally require notarization or witnesses, but certain banks or counterparties may ask for notarized or witnessed signatures. Check the requesting party’s policy and entity governing documents to confirm requirements.
Who may sign the resolution?
Signers should be those authorized by the operating agreement or bylaws (managers, officers, or authorized agents). Include printed names and titles to make authority evident to third parties.
How should I store the executed resolution?
Keep a signed PDF with an audit trail and a certified copy in the corporate minute book. Retain according to your retention schedule and applicable laws to ensure availability for audits or disputes.
What if a name or date is incorrect on the signed copy?
Minor errors may be corrected with an amended resolution or affidavit of correction signed by the same authority. For substantive defects, obtain a fresh resolution following the proper approval process.
How can I revoke or amend a resolution?
A resolution can be amended or revoked by subsequent resolution following the entity’s voting or consent procedures; document the revocation clearly and record it with corporate records to avoid confusion.

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