Is an eSigned resolution legally binding?

Yes, electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA in adopted states if intent, consent, attribution, and record retention requirements are met.

Do I need a notary or witnesses?

Most corporate resolutions do not require witnesses; notarization is not universally required but may be requested by banks or foreign counterparties. Follow recipient requirements and state practice.

Who can sign the resolution?

Typically the corporate secretary, president, or another officer authorized by bylaws may sign; the resolution should identify the approving body and authorized signatories.

How should I store the signed resolution?

Keep the original in the corporate minute book and a secure electronic copy with an audit trail. Retain per IRS, HIPAA, and corporate governance retention rules.

Can a resolution be amended?

Yes. Adopt an amended resolution at a properly convened meeting or by written consent, and maintain both the amendment and the original with clear cross-references.

What if a bank rejects the resolution?

Confirm the bank's specific wording or notarization requirements, provide a certified copy of minutes if requested, and consider counsel assistance to produce an acceptable form.

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Sample Corporate Resolution

Sample Corporate Resolution

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RESOLUTION

I, , duly authorized Secretary of , a Louisiana

corporation, duly authorized to do and doing business in the State of Louisiana,

hereinafter referred to simply as "Corporation", do certify that at a special meeting

of the Board of Directors of the Corporation, duly called and held on the day of

with all members being present and voting throughout, the following

resolution was adopted, is still in effect and has not been changed or modified:

BE IT RESOLVED by the Board of Directors of , that

be and he is hereby authorized, empowered and

directed on behalf of the Corporation to execute a Donation to himself,

personally, of the following described vehicle, to-wit:

A , bearing Vehicle Identification No.

The said agent is further authorized, empowered and directed to execute

on behalf of the Corporation, all necessary instruments, acts and other

documents containing such terms as he may deem necessary and advisable in

order to carry out the aforesaid resolution.

Louisiana, this day of

of

What a Sample Corporate Resolution Is

A Sample Corporate Resolution is a formal written record approved by a corporation's board of directors or authorized committee that documents official actions, delegated authorities, or changes in corporate policy. It typically states the meeting date, attendees, recitals explaining the context, the specific decisions adopted (the 'resolved' clauses), any delegated authority such as signatory or banking authority, and the signature block for officers. Corporations use resolutions to create an auditable corporate record for banks, counterparties, and regulators and to demonstrate that corporate actions were authorized under governing documents and state law.

Why a Clear Corporate Resolution Matters

A concise, properly executed corporate resolution creates legal clarity, supports third-party reliance (banks, vendors, regulators), and documents authority for specific acts. Accurate resolutions reduce disputes and speed downstream transactions.

Who Typically Prepares and Relies on This Resolution

The Sample Corporate Resolution is prepared and used by corporate officers, in-house counsel, and administrative staff when documenting board or committee decisions.

Board Secretary — Prepares minutes and resolution text for board approval and retention.
Chief Financial Officer — Presents and relies on resolutions when opening accounts or delegating payment authority.
Corporate Counsel — Reviews language to ensure compliance with bylaws and state statutes.

After adoption, copies are shared with internal recordkeepers, banks, and external parties that require proof of authority or authorization.

Essential Parts of a Professional Corporate Resolution

A well-structured resolution uses standard sections so readers can verify context, authority, and scope quickly.

Title and Date

Clear heading and exact meeting or execution date to fix when the authorization took effect and to aid record searches.

Recitals

Short background statements explaining the reason for the resolution, referencing bylaws or previous authorizations when applicable.

Resolved Clauses

Numbered action items that specify authority granted, limits, conditions, and any required coordination with other departments or counsel.

Authority Delegation

Exact names, titles, and scope of powers delegated (e.g., sign, open accounts, enter contracts), including monetary limits where relevant.

Signature Block

Named officer signatures with printed names, titles, dates, and any notarization or corporate seal if required by the recipient.

Recordkeeping Note

A brief note referencing where the original is retained (minute book, electronic repository) and who maintains the record.

Step-by-Step: Completing a Corporate Resolution

Follow these sequential steps to prepare, approve, and distribute a valid corporate resolution.

01

Draft: Prepare draft text consistent with bylaws and prior resolutions.
02

Review: Have counsel or the secretary confirm quorum and authority language.
03

Adopt: Obtain board or committee vote and record minutes.
04

Distribute: Provide certified copies to banks, vendors, and internal records staff.

Typical Routing and Approval Flow

Corporate resolutions generally follow a predictable path from drafter to final custodian; ensure each handoff is documented.

Drafting: Administrative staff drafts using template or counsel input.
Legal Review: In-house or external counsel confirms language and compliance.
Board Approval: Board or committee votes; votes recorded in minutes.
Record Retention: Signed copy filed in the minute book and electronic repository.

How to Configure a Digital Workflow for This Resolution

Map each document field to a workflow action to ensure completeness and an auditable signing path.

Field	Workflow Action
Company Legal Name	Pre-fill from corporate directory
Authorized Signatory	Require signer authentication (email + code)
Signature Block	Require signature and date field
Record Storage	Auto-save signed PDF to secure repository

Technical Considerations for eSigning and Storage

Choose a platform that supports secure PDFs, audit trails, strong signer authentication, and integration with your document repository.

Formats: PDF, Word DOCX supported for upload and signed export
Integrations: Connectors for Microsoft 365, Google Workspace, NetSuite, Salesforce
Authentication: Email, SMS code, or advanced options for high-value transactions

Ensure the chosen system retains an immutable audit trail (timestamps, IP addresses, signer attribution) and supports secure long-term storage under applicable retention rules.

Key Dates and Timing to Watch

Certain dates affect authority, bank acceptance, and retention; track them clearly during and after approval.

Meeting Date:

Date of board or committee adoption; fixes when authority took effect.

Effective Date:

If different, states when resolutions' powers commence or expire.

Bank Submission:

Banks often require a recent certified copy within 90 days.

Record Filing:

File the signed copy in the corporate minute book immediately.

Annual Review:

Update delegation language during annual corporate housekeeping.

Risks of an Incorrect or Incomplete Resolution

Invalid Authority: May lead third parties to refuse transactions.

Quorum Defect: Action can be voided if quorum or voting rules are ignored.

Missing Signatures: Unsigned resolutions lack proof of adoption.

Conflicting Dates: Inconsistent dates create ambiguity about when authority applied.

Outdated Delegation: Expired limits can expose the company to unauthorized acts.

Improper Notarization: Wrong notary procedure can cause rejection by banks.

Common Preparation Errors to Avoid

Using informal or vague language that fails to specify monetary limits or timelines, which leads to follow-up questions from banks or counterparties.
Mismatched names between the resolution and formation documents, creating the need for corrected or certified copies before acceptance.
Failing to confirm corporate authority or bylaws that require specific voting thresholds or director notice periods.
Skipping secure storage and audit trail steps, which makes it difficult to prove the resolution's authenticity later.

Required Information Commonly Included in Resolutions

Corporate Name: Exact legal entity name

Resolution Date: Meeting or execution date

Approving Body: Board or named committee

Authorized Person: Full name and corporate title

Scope of Authority: Specific powers and monetary limits

Custody Location: Minute book or electronic repository

eSignature Pricing and Feature Comparison for Signing Resolutions

Choose an eSignature vendor that supports secure PDFs, audit trails, and required compliance features; pricing varies by plan and usage model.

	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 trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Corporate Resolutions

Answers to common questions about validity, signature authority, notarization, storage, and amendments for corporate resolutions.

Need help? Contact support

Is an eSigned resolution legally binding?
Yes, electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA in adopted states if intent, consent, attribution, and record retention requirements are met.
Do I need a notary or witnesses?
Most corporate resolutions do not require witnesses; notarization is not universally required but may be requested by banks or foreign counterparties. Follow recipient requirements and state practice.
Who can sign the resolution?
Typically the corporate secretary, president, or another officer authorized by bylaws may sign; the resolution should identify the approving body and authorized signatories.
How should I store the signed resolution?
Keep the original in the corporate minute book and a secure electronic copy with an audit trail. Retain per IRS, HIPAA, and corporate governance retention rules.
Can a resolution be amended?
Yes. Adopt an amended resolution at a properly convened meeting or by written consent, and maintain both the amendment and the original with clear cross-references.
What if a bank rejects the resolution?
Confirm the bank's specific wording or notarization requirements, provide a certified copy of minutes if requested, and consider counsel assistance to produce an acceptable form.

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