Who can sign a purchase resolution?

Authorized signers are typically officers named in the resolution or persons delegated authority by the board. Confirm your bylaws and any delegation limits before obtaining signatures to avoid internal control breaches.

Is notarization required?

Notarization is generally not required for an internal corporate resolution, but third parties—especially title companies for real property—may request a notarized copy. Confirm with the closing agent or local recording office.

Can a resolution be signed electronically?

Yes; electronic signatures are legally valid under the ESIGN Act and UETA when intent, consent, attribution, and reliable retention are met. Use methods that capture an audit trail and signer authentication.

What if the signer’s name differs from corporate records?

Mismatched names can delay acceptance. Use the entity’s exact legal name in the resolution and ensure signer titles match corporate records; correct errors with an amended resolution if necessary.

How do I revoke or amend a resolution?

The governing body can adopt a subsequent resolution that amends or revokes prior authorizations. Record the revocation in minutes and notify relevant third parties to prevent reliance on superseded authority.

What supporting documents should accompany a resolution?

Attach the relevant purchase contract, budget approval, and a certified copy of the meeting minutes or written consent to provide context and evidence of lawful authority for the transaction.

Electronic Signature
Templates
Miscellaneous
Purchase Resolution Document

Purchase Resolution Document

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Purchase Resolution Document

Company Name: Registered Office:

Recitals

WHEREAS, the Board of Directors or other governing body of the Company met in a duly noticed meeting on with a quorum present and acting throughout; and

WHEREAS, the Company has determined that it is in the best interest of the Company to purchase the assets or equity described herein (the "Purchased Assets") from under the terms and conditions set forth in this resolution; and

WHEREAS, the Board has reviewed the material terms of the proposed acquisition, including the purchase price, payment schedule, and customary closing conditions, and has determined that the acquisition is fair to and in the best interests of the Company.

Resolution

RESOLVED, that the Company is hereby authorized to acquire the Purchased Assets described below and to take all actions necessary or desirable to effectuate the acquisition on substantially the terms presented to the Board.

Scope of Purchase

Description of Purchased Assets Location or Identification of Assets (if applicable)

Payment Terms

Purchase Price: $ Currency:

Payment Schedule and Conditions

Late Payment: In the event any payment required hereunder is not paid when due, interest shall accrue on the unpaid amount at the rate of or the maximum rate permitted by applicable law, whichever is lower.

Conditions Precedent and Closing

Closing Conditions

Term and Termination

Effective Date: Termination Date:

This Purchase Resolution shall remain in effect until the earlier of the full performance of the obligations described herein or termination by either party upon days' written notice to the other party.

Confidentiality

Each party shall hold and maintain in strict confidence all non-public information received from the other party in connection with the negotiation, execution, and performance of this Transaction, and shall not disclose such information to any third party except as required by law or as necessary to counsel, accountants, or other advisors who are bound by confidentiality obligations. The obligations set forth in this Confidentiality section shall survive termination or expiration of this Resolution for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Transaction, that execution and delivery of the agreements contemplated hereby and the performance of its obligations will not violate any law or agreement, and that no consent or approval of any third party is required except as set forth in this Resolution.

Governing Law

This Resolution and any agreement executed pursuant 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.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any breach of the representations, warranties, covenants or agreements made by such indemnifying party in connection with this Transaction.

Entire Agreement

This Purchase Resolution, together with any definitive agreements executed pursuant to it, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. No amendment or waiver of any provision of this Resolution will be effective unless in writing and signed by the party against whom enforcement is sought.

Corporate Authorization and Certifications

The undersigned hereby certify that the foregoing resolution was duly adopted by the Board or other governing body of the Company in accordance with the Company's governing documents and applicable law, that the persons executing this Resolution on behalf of the Company are authorized to do so, and that the resolution remains in full force and effect.

Entity Type (select all that apply)

Corporation LLC Partnership Individual

Notices

Notice Address for Company Notice Address for Seller

Purchaser:

By:

Title:

Date:

Seller:

By:

Title:

Date:

What the Purchase Resolution Document Is

A Purchase Resolution Document is a formal written record adopted by an entity’s authorized decision makers — typically a board of directors or other governing body — that authorizes the purchase of specified assets, property, or services. It describes the item or transaction, identifies the parties and funding source, states the authority being delegated, and sets any conditions or effective dates. The resolution provides corporate or organizational proof of approval, creates an internal record for compliance, and may be required for third parties such as escrow agents, title companies, lenders, or contracting counterparties.

Why a Clear Purchase Resolution Matters

A concise, properly executed resolution documents legal authority, prevents disputes, and serves as evidence for third parties and regulators. It reduces ambiguity about who may sign, bind funds, or complete closing tasks and supports audit and compliance requirements.

Typical Users and Signers of a Purchase Resolution

Organizations use purchase resolutions across corporate, nonprofit, and public-sector settings to record approval and delegate signing authority.

Corporate boards and executives who must document capital expenditures, asset acquisitions, or real estate purchases.
Finance and procurement teams that require formal authorization to release funds or issue purchase orders.
Lenders, title companies, and counterparties that need evidence of organizational approval before closing.

Use the resolution to centralize approval details, reduce closing delays, and create a retrievable compliance record.

Essential Elements to Include in a Professional Resolution

A complete Purchase Resolution Document should be structured, explicit about authority, and include supporting details that third parties routinely request.

Resolution Title

Provide a clear title such as 'Board Resolution Authorizing Purchase of [Asset]' and include the meeting date and resolution number so it can be cross-referenced in corporate minutes and records.

Recitals

Brief background statements explaining the purpose and business rationale for the purchase, including transaction context, vendor identity, and references to relevant contracts or bids.

Resolved Clauses

Precise operative language that authorizes the purchase, states the purchase price or maximum authorized amount, and lists any conditions precedent or budget approvals required before closing.

Delegated Authority

Specify which officer(s) or agent(s) are authorized to sign documents, execute ancillary agreements, deliver funds, and take actions necessary to complete the purchase; include title and signature block.

Effective Date

State the effective date for the authorization and any sunset or reauthorization requirements to limit open-ended authority and reduce downstream risk.

Confirmation And Recordkeeping

Note that the resolution will be recorded in corporate minutes, provide custodian contact details, and specify retention location for audit and legal review.

Step-by-Step: Prepare and Approve a Purchase Resolution

Follow a simple sequence from drafting to filing to ensure the resolution is valid and effective for the intended transaction.

01

Draft Resolution: Create operative language and attach exhibits like contracts.
02

Board Approval: Vote at a duly noticed meeting or by written consent per bylaws.
03

Signatures: Obtain signatures from authorized officers and record dates.
04

Distribution: Provide copies to counsel, finance, and closing agents.

How to Configure an Online Resolution Workflow

Design a digital workflow that mirrors internal approvals and provides an immutable audit trail for signers and reviewers.

Field	Configuration
Signer Order	Sequential routing: board secretary → CFO → CEO
Authentication	Email verification or SMS code for signer identity
Attachments	Include contract, invoice, and escrow instructions
Audit Settings	Enable full audit trail with timestamps and IP logs

Where the Signed Resolution Typically Goes

A signed resolution should be sent to internal and external stakeholders required for closing, compliance, and recordkeeping.

Corporate Records: Custodian files the final signed resolution with minutes.
Finance Department: Provides funding instructions and retains copy.
Closing Agent: Title company or escrow receives resolution for closing.
External Counsel: Keeps a copy for transaction counsel and due diligence.

Digital Signing and eSubmission Considerations

Use a platform that supports audit trails, authenticated signers, and secure storage to preserve evidentiary value.

File Formats: PDF or DOCX accepted by most legal reviewers
Authentication: Email, SMS, or stronger multifactor options
Integrations: Connectors to cloud storage and ERPs

Ensure the chosen solution complies with ESIGN and UETA and preserves a tamper-evident audit record for the resolution.

Key Deadlines and Timing Expectations

Track meeting dates, effective authorization, closing deadlines, and any filing or procurement milestones to avoid transaction delays.

Meeting and Approval Date:

Record the meeting date; this anchors the authorization and any time-limited delegations.

Effective Date:

State when the resolution becomes operative for contracts and payments.

Funding Deadline:

Specify when funds must be available or purchase may be voided.

Document Delivery:

Set deadlines for delivering signed copies to closing agents.

Retention Start:

Begin retention once the document is signed and final.

Common Mistakes to Avoid When Preparing a Resolution

Failing to link the resolution to the meeting minutes or written consent, which can leave authority unproven to third parties and delay closings.
Using vague delegation language such as 'to negotiate' without limits on price or conditions, leading to disputes over scope of authority.
Not specifying the funding source or budget approval, which can trigger internal control violations or audit findings.
Omitting signer titles or failing to confirm signer authority under bylaws, undermining enforceability with counterparties.

Risks and Consequences of an Improper Resolution

Contract Voidance: Counterparties may refuse to close

Fiduciary Liability: Directors or officers face personal exposure

Procurement Sanctions: Internal compliance or vendor penalties

Tax Issues: Disallowed deductions or reporting errors

Closing Delays: Escrow or title cannot proceed

Recordkeeping Failures: Audit findings or regulatory scrutiny

eSignature Pricing Snapshot for Document Execution

Common vendor pricing and feature differences for executing Purchase Resolution Documents; signNow is listed first for comparison without implying endorsement.

	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	Yes
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

Frequently Asked Questions about Purchase Resolutions

Answers to common questions about authority, signatures, notarization, and electronic execution for Purchase Resolution Documents.

Need help? Contact support

Who can sign a purchase resolution?
Authorized signers are typically officers named in the resolution or persons delegated authority by the board. Confirm your bylaws and any delegation limits before obtaining signatures to avoid internal control breaches.
Is notarization required?
Notarization is generally not required for an internal corporate resolution, but third parties—especially title companies for real property—may request a notarized copy. Confirm with the closing agent or local recording office.
Can a resolution be signed electronically?
Yes; electronic signatures are legally valid under the ESIGN Act and UETA when intent, consent, attribution, and reliable retention are met. Use methods that capture an audit trail and signer authentication.
What if the signer’s name differs from corporate records?
Mismatched names can delay acceptance. Use the entity’s exact legal name in the resolution and ensure signer titles match corporate records; correct errors with an amended resolution if necessary.
How do I revoke or amend a resolution?
The governing body can adopt a subsequent resolution that amends or revokes prior authorizations. Record the revocation in minutes and notify relevant third parties to prevent reliance on superseded authority.
What supporting documents should accompany a resolution?
Attach the relevant purchase contract, budget approval, and a certified copy of the meeting minutes or written consent to provide context and evidence of lawful authority for the transaction.

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