What is a Membership Resolution?

A Membership Resolution is a written record of action by an entity’s members or managers that documents authority, approval, and effective dates; it functions as governance evidence for internal records and external requests.

Who must sign a resolution?

Signers typically include the presiding officer (e.g., Board Chair) and the corporate secretary; the governing documents may specify additional required signatories or certification language.

Can a resolution be signed electronically?

Yes. Electronic signatures that satisfy the ESIGN Act (15 U.S.C. ch. 96) and applicable state UETA rules are valid provided intent, consent, attribution, and retention are demonstrable.

Is notarization ever required?

Generally not for internal resolutions, but third parties or particular state procedures may ask for notarization or a certified copy; verify third-party requirements in advance.

How do I amend or revoke a resolution?

Adopt a subsequent resolution stating the amendment or revocation, record the change in the minute book, and distribute certified copies to affected parties as needed.

How should executed resolutions be stored?

Store signed originals or certified electronic copies in the official minute book with secure access controls and an audit trail; maintain backups and follow the retention schedule applicable to the entity and industry.

Electronic Signature
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Membership Resolutions

Membership Resolutions

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MEMBERSHIP RESOLUTIONS

Date of Resolutions:

The undersigned, representing the parties identified below and acting in their capacities as indicated, do hereby adopt the following resolutions pursuant to the governing instruments of the Company and applicable law.

WHEREAS

WHEREAS, Member Name: is a member in the Company as defined in the governing agreement; and

WHEREAS, the members and managers deem it advisable and in the best interests of the Company to authorize and document actions, contributions and authorizations described in these resolutions; and

WHEREAS, these resolutions are adopted to memorialize approvals, to bind the parties consistent with the operating agreement and applicable law, and to provide officers with authority to take actions necessary to effectuate the resolutions herein.

RESOLUTIONS

Admission and Authorization

RESOLVED, that the admission of the above-named member to the Company is hereby approved and the Company shall record the membership interest in its books and records, conditioned upon fulfillment of the capital contribution obligations set forth below.

Scope of Membership and Authority

Scope of Membership (authority, voting rights, restrictions)

Capital Contribution and Payment Terms

RESOLVED, that the Member shall make the following capital contribution to the Company in consideration for the membership interest granted:

Capital Contribution Amount Payment Schedule Late Fee

Payments shall be applied to capital accounts in accordance with the governing agreement and shall be evidenced by receipts and ledger entries maintained by the Company.

Term and Termination

The term of membership granted by these resolutions shall commence on and continue until unless sooner terminated in accordance with the governing agreement or these resolutions.

Notice Period for Voluntary Withdrawal or Termination (days)

Upon termination, the Company will settle the terminating member's account in accordance with the governing agreement; any disputes arising from termination shall be resolved as provided below under Governing Law.

Confidentiality

RESOLVED, that the Member shall maintain in strict confidence all non-public business information, financial data, trade secrets and proprietary materials of the Company that the Member obtains by reason of membership (collectively, Confidential Information). The Member shall not disclose Confidential Information except as required by law or with the Company's prior written consent.

The obligations of confidentiality shall survive the termination of membership for a period of five (5) years or for such longer period as may be required to protect trade secrets and proprietary information under applicable law.

Acknowledgement of Confidentiality: I acknowledge and agree to the confidentiality obligations set forth above.

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 principles of conflicts of law.

Entire Agreement

These resolutions constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior oral or written statements, understandings or agreements related to the matters resolved herein, except as expressly provided by the governing agreement.

Certification

I hereby certify that the foregoing resolutions were duly adopted by the Members or Managers of the Company in accordance with the applicable governing agreement and the laws of the State identified above, that the resolutions are in full force and effect as of the date set forth below, and that the actions authorized herein are within the authority of the person or body adopting these resolutions.

Meeting Date Meeting Location Resolutions Adopted (summary)

The undersigned certifies under penalty of perjury that the foregoing is true and correct and that the signatories below are authorized to execute this certification on behalf of the parties identified.

Member Representative:

By:

Date:

Company Secretary:

By:

Date:

What a Membership Resolution Is and when it’s used

A Membership Resolution is a formal written record documenting action taken by an entity’s members or board of managers — for example, admitting a new member, authorizing a transaction, approving an amendment, or delegating authority. Resolutions record who approved the action, the effective date, and the specific authority granted, and they form part of the corporate or LLC minute book used for governance and compliance. Although typically internal, resolutions may be required to support filings, banking requests, or third-party due diligence.

Why a clear, signed resolution matters

A properly drafted and signed Membership Resolution creates an auditable record of member approvals, reduces ambiguity about authority, and supports regulatory, banking, and legal reviews while protecting the entity and individual decision-makers.

Who prepares and relies on Membership Resolutions

Typical preparers and consumers include company officers, corporate secretaries, outside counsel, and banking or escrow personnel.

Corporate secretary or clerk prepares the resolution and records it in the minute book for official corporate governance.
Board members or managers approve and sign the resolution to evidence consent and delegate authority when required.
Banks, title companies, and counterparties request signed resolutions to confirm signatory authority for transactions and accounts.

Keep a signed copy in the corporate record and provide certified copies when third parties require proof of authorization.

Primary signers and their roles

Board Chair

Typically signs or certifies that the resolution was adopted by the members or board. The Chair’s signature attests to the meeting outcome and may be relied on by third parties verifying authority.

Corporate Secretary

Maintains the corporate minute book, affixes certificates, and often signs to certify that the resolution is a true record of corporate action; this role supports legal and regulatory proof of the decision.

Core elements every professional resolution should include

A concise, consistent structure helps ensure the resolution is enforceable, searchable in minute books, and acceptable to banks and regulators.

Title

Clear heading identifying the action (for example, Admission of Member; Authorization to Open Bank Account) so readers immediately know the subject matter and purpose.

Recitals

Short factual background describing authority, statutory basis, or previous resolutions that provide context for the current action without excessive detail.

Resolved Clauses

Numbered operative clauses stating the decision, specific authority granted, limitations, amounts, dates, or conditions required for the action to be effective.

Effective Date

Explicitly state the effective date or the condition upon which the resolution becomes effective to avoid ambiguity about timing or liability.

Signature Block

Designated lines for the authorized signers (name, title, signature, date) and, where applicable, a certification line for the corporate secretary.

Recordkeeping Note

A short statement confirming the resolution will be retained in the minute book and noting any required filing or third-party distribution.

Security, compliance, and storage basics

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest

Audit Trail: Timestamps, IP, signer actions

Access Control: Role-based permissions

HIPAA: BAA required when PHI present

ESIGN / UETA: Meets US electronic signature standards

Data Residency: Verify jurisdictional storage needs

Key risks and regulatory consequences to avoid

Invalid authority: Third parties may refuse documents if signatures lack proper authorization

Tax exposure: Incorrect filings can trigger IRC §6721 penalties

I-9 noncompliance: Employment document errors can trigger 8 CFR §274a.2 penalties

Data breach: Insufficient security increases liability and regulatory risk

Notarization gap: Missing notarization where required can delay transactions

Record retention: Improper retention may violate IRS or HIPAA rules

Common preparation errors to watch for

Using vague language such as 'authorized to act' without specifying dollar limits, recipients, or timeframes creates ambiguity and weakens enforceability.
Mismatched signer names or titles between the resolution and external documents (bank forms, contracts) often causes rejections or delays in execution.
Failing to date the resolution or stating an unclear effective date complicates compliance with filing deadlines and statutory timelines.
Not retaining a certified copy in the minute book or failing to distribute required certified copies to banks or counterparties can hinder later verification.

Step-by-step: drafting and executing a Membership Resolution

Follow these practical steps to create a clear, enforceable resolution and capture required approvals.

01

Draft the text: Write concise recitals and numbered resolved clauses.
02

Confirm authority: Verify governing documents allow the proposed action.
03

Approve in meeting: Adopt the resolution at a duly convened meeting or by written consent.
04

Sign and record: Collect signatures, date, and file in the official minute book.

How digital completion and eSubmission typically flow

Digital workflows streamline execution while preserving an auditable record that supports legal validity under ESIGN and UETA.

Upload document: Place signature and date fields in the digital file.
Add signers: Assign roles and signing order for each participant.
Authenticate signers: Choose email, SMS, or stronger methods as required.
Capture audit trail: Store timestamps, IP addresses, and completion certificates.

Typical digital workflow settings for resolutions

Configure routing, authentication, and storage so executed resolutions meet internal controls and third-party expectations.

Field	Configuration
Routing Order	Sequential signing for meeting chair, secretary, then external parties
Authentication	Email link or SMS code; use KBA for higher assurance
Template	Save standard language to ensure consistency across resolutions
Storage	Automate archival to secure cloud folder with access logs

Technical and integration considerations

Choose a platform that supports secure storage, an audit trail, and the file formats you use for governance documents.

Integrations: Salesforce, NetSuite, Microsoft 365
File formats: PDF, DOCX, and export to PDF/A
Authentication: Email, SMS, or advanced methods

Ensure the platform enables search, certified copies, and role-based access controls so minute books and certified resolutions remain retrievable and defensible during audits or transactions.

Timing and deadlines to consider when adopting resolutions

Adopt and record resolutions promptly to ensure evidence of authority is available when third parties or regulators request it.

Meeting Adoption Date:

Resolution should state the exact meeting date in MM/DD/YYYY format

Minutes Entry:

Record the resolution in the minute book immediately after adoption

Third-Party Delivery:

Provide certified copies to banks or counterparties within a reasonable time after execution

Related Filings:

If the action triggers a state filing, submit any amendment or notice per that state’s timeline

Retention Start:

Retention period begins on the effective or adoption date

Frequently asked questions about Membership Resolutions

Answers to common questions about validity, signatures, notarization, electronic execution, amendment, and secure storage.

Need help? Contact support

What is a Membership Resolution?
A Membership Resolution is a written record of action by an entity’s members or managers that documents authority, approval, and effective dates; it functions as governance evidence for internal records and external requests.
Who must sign a resolution?
Signers typically include the presiding officer (e.g., Board Chair) and the corporate secretary; the governing documents may specify additional required signatories or certification language.
Can a resolution be signed electronically?
Yes. Electronic signatures that satisfy the ESIGN Act (15 U.S.C. ch. 96) and applicable state UETA rules are valid provided intent, consent, attribution, and retention are demonstrable.
Is notarization ever required?
Generally not for internal resolutions, but third parties or particular state procedures may ask for notarization or a certified copy; verify third-party requirements in advance.
How do I amend or revoke a resolution?
Adopt a subsequent resolution stating the amendment or revocation, record the change in the minute book, and distribute certified copies to affected parties as needed.
How should executed resolutions be stored?
Store signed originals or certified electronic copies in the official minute book with secure access controls and an audit trail; maintain backups and follow the retention schedule applicable to the entity and industry.

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