Who must sign the resolution?

Typically the corporate secretary signs to attest to the board action; authorized officers named in the resolution (e.g., CEO, CFO) may sign to accept delegated authority.

Is notarization required?

Notarization is not universally required for a resolution but some banks or registrars request a notarized certified copy; confirm the receiving party’s requirements.

Can resolutions be e-signed?

Yes. Under ESIGN (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally valid if intent, consent, attribution, and record retention requirements are met.

How to provide a certified copy?

Secretary signs a certification statement on a copy attesting it is a true copy of the original and may include a corporate seal or notarization if requested.

What if the company bylaws require special notice?

Follow the bylaws for notice and quorum requirements; failure to comply can invalidate the board action and expose it to challenge.

How long should I keep signed resolutions?

Retain signed originals for the corporate life and keep copies per retention policy; federal guidance and industry rules often require at least three to six years.

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Resolution of Board of Directors

Resolution of Board of Directors

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

What a Board Resolution Is and when it’s used

A Resolution of Board of Directors is a formal written record that documents a board’s decision to authorize a specific corporate action. Typical uses include approving loans, opening or closing bank accounts, authorizing contracts, appointing officers, adopting policies, and approving mergers or major asset dispositions. Resolutions are adopted at a properly noticed meeting or by unanimous written consent, entered into the corporate minute book, and signed by an authorized corporate officer such as the corporate secretary. Properly prepared resolutions provide evidence of authority to third parties and support compliance with corporate bylaws and state corporation law.

Why adopting a clear board resolution matters

A clear, properly executed resolution proves corporate authority, reduces transaction friction with banks and counterparties, and protects directors by documenting approval and oversight.

Who typically prepares and relies on these resolutions

Board resolutions are prepared by corporate officers, in-house counsel, or corporate secretaries and relied on by banks, contracting parties, and regulators.

Small and mid-size corporations: use resolutions for banking, loans, and vendor authority.
Nonprofit boards: document grant approvals, officer appointments, and policy adoptions.
Enterprise legal teams: issue resolutions for mergers, asset sales, and delegated authority.

Keep a signed copy in the minute book and provide certified copies to external parties as needed.

Core elements every professional board resolution should include

A well-structured resolution is concise, identifies the corporate body, states authority, records the vote, and names the authorized individuals along with any limits or conditions.

Title and Company

Begin with a clear title and the full legal entity name and jurisdiction to avoid ambiguity when third parties request verification.

Recitals

Brief background statements that explain why the board is acting now, including references to relevant contracts, obligations, or events prompting the resolution.

Resolved Clause

A plain statement of the board’s decision with specific authority granted, monetary limits, and any conditions or effective date for the authorization.

Authorization

Name the officer(s) authorized to act, specify title(s), and describe the permitted acts (sign contracts, open accounts, execute documents).

Voting Record

Record the vote outcome (for/against/abstain) and note whether action was taken at a meeting or by unanimous written consent with dates.

Attestation

Include a signature block for the corporate secretary or authorized officer and, if required, a notarial acknowledgement or corporate seal statement.

Essential fields to capture in the resolution

Company Name: Full legal entity name

Meeting Date: MM/DD/YYYY

Resolution Title: Short action title

Authorized Parties: Named officers

Scope of Authority: Limits or conditions

Signature Block: Secretary attestation

Step-by-step: complete a board resolution correctly

Follow these steps to draft, approve, sign, and store a board resolution so it is enforceable and accepted by third parties.

01

Draft: State company, date, and specific action in plain language.
02

Notice: Provide required meeting notice per bylaws or obtain unanimous written consent.
03

Vote: Record the roll call or consent and the vote totals.
04

Sign & File: Secretary signs, attach to minutes, and distribute certified copies.

How to prepare and customize the resolution online

When using an e-signature or document platform, map fields and signer roles, choose authentication, and save a template for repeat use.

Template Name	Save as 'Board Resolution — [Action]' for reuse
Signer Roles	Assign 'Board Member' and 'Corporate Secretary' roles
Authentication	Use email link or SMS code per counterparty requirements
Field Types	Use signature, date, and checkbox fields where applicable
Storage	Save signed PDF and audit trail to corporate records

Where to file and who to send the final resolution to

Distribute the signed resolution to internal and external stakeholders to establish authority and ensure operational acceptance.

Corporate Minutes: Attach the resolution to the official minute book and retain original signature pages.
Bank or Lender: Provide a certified copy when opening accounts or securing financing.
Counterparties: Share with vendors or acquirers that request proof of authorization.
Regulatory Filings: File only when law requires attachment (rare); otherwise keep on corporate record.

Digital signing and format considerations

Use platforms that produce tamper-evident PDFs, an audit trail, and meet your authentication needs.

File Formats: PDF or DOCX preferred
Authentication: Email, SMS, or stronger options
Integrations: Connect to cloud storage and ERPs

Retain a certified PDF with audit trail and store securely; verify the receiving bank or counterparty accepts electronic signatures and e-records.

Timing and recordkeeping deadlines to observe

Observe meeting notice rules, effective dates, retention timelines, and any third-party deadlines to avoid governance or operational delays.

Notice Period:

Follow bylaws for meeting notice; some require days or hours advance

Effective Date:

Specify when the authority begins; otherwise effective on adoption date

Bank Requests:

Banks may require certified copy within days of opening account

Minute Book Filing:

Attach resolution to minutes immediately after signing

Retention:

Keep originals for the corporate life and follow statutory retention

Common mistakes to avoid when preparing a resolution

Using an informal title or incorrect company name that causes banks or counsels to question authenticity.
Failing to record the vote or confusing meeting minutes with the resolution text itself.
Granting vague authority without monetary or term limits, exposing the corporation to unintended risk.
Not verifying that the third party (bank, vendor) accepts electronic signatures or requires notarization.

Primary legal and operational risks from an incorrect resolution

Invalid Authorization: Third parties may refuse transactions

Personal Liability: Directors or officers could face liability

Contract Unenforceable: Counterparty may challenge authority

Regulatory Scrutiny: Regulators may question governance

Bank Refusal: Banks can deny account actions

Recordkeeping Failures: Loss of corporate protections

How a board resolution compares with similar documents

Use this quick comparison to choose the correct governance instrument for a given corporate action.

Criteria	Resolution	Certificate	Minutes	Power of Attorney
Primary Purpose	authorize action	prove facts	record meeting	delegate acts
Signing Authority	board	secretary	chair	principal
Notarization Typical	sometimes	sometimes		often
Record Location	minute book	company file	minute book	external file

Key milestones from proposal to certified distribution

Track milestones to ensure the resolution is valid, recorded, and available to stakeholders when needed.

01

Proposal

Board reviews and drafts resolution language before formal notice

02

Notice & Meeting

Provide required notice and conduct the meeting or obtain unanimous written consent

03

Adoption

Board votes and the resolution is adopted and signed

04

Certification & Distribution

Secretary certifies, attaches to minutes, and distributes certified copies

FAQs — common questions about board resolutions

Answers to common questions on validity, signatures, notarization, and how third parties typically verify a resolution.

Need help? Contact support

Who must sign the resolution?
Typically the corporate secretary signs to attest to the board action; authorized officers named in the resolution (e.g., CEO, CFO) may sign to accept delegated authority.
Is notarization required?
Notarization is not universally required for a resolution but some banks or registrars request a notarized certified copy; confirm the receiving party’s requirements.
Can resolutions be e-signed?
Yes. Under ESIGN (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally valid if intent, consent, attribution, and record retention requirements are met.
How to provide a certified copy?
Secretary signs a certification statement on a copy attesting it is a true copy of the original and may include a corporate seal or notarization if requested.
What if the company bylaws require special notice?
Follow the bylaws for notice and quorum requirements; failure to comply can invalidate the board action and expose it to challenge.
How long should I keep signed resolutions?
Retain signed originals for the corporate life and keep copies per retention policy; federal guidance and industry rules often require at least three to six years.

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