Can a resolution be signed electronically?

Yes. Electronic signatures are recognized under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws when intent, consent, attribution, and record retention are satisfied.

Is notarization always required?

Not generally. Notarization depends on recipient requirements and state practice; some banks or registrars prefer notarized certifications for added assurance.

What if the signer’s title is wrong?

A mismatched title can lead to rejection. Provide corrected certified copies and supporting minutes or a corrective resolution promptly to third parties.

How do I revoke or amend authority?

Revoke by board action and distribute certified notice of revocation to counterparties; retain minutes documenting the revocation and date of effect.

How long should records be kept?

Keep corporate minutes and certified resolutions for the active term plus recommended post-termination periods; follow federal rules such as IRC §6501(a) for tax documents.

What to do if a bank rejects the resolution?

Request specific rejection reasons, provide certified minutes or supplemental documentation, and obtain bank-prescribed certification or notarization as required.

Electronic Signature
Templates
Miscellaneous
Signatory Resolution Document

Signatory Resolution Document

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

SIGNATORY RESOLUTION DOCUMENT

Entity Name: Entity Type:

Corporation LLC Partnership Other:

Jurisdiction of Formation: Resolution Number:

At a meeting of the board of directors or members of the above-named entity held on (the "Meeting"), the following resolutions were proposed and adopted.

WHEREAS

WHEREAS, the board of directors or members has determined that it is in the best interests of the entity to authorize one or more individuals to execute agreements and instruments and to take such actions as necessary to effectuate business transactions on behalf of the entity;

WHEREAS, the following person is recommended to be designated as an authorized signatory with the powers and limitations set forth herein: Name: Title:

WHEREAS, the board has considered the authority to be granted and finds that delegation of such authority is prudent and necessary to conduct the entity's affairs efficiently.

SCOPE OF WORK

RESOLUTION

RESOLVED, that the entity hereby appoints , whose title is , as an Authorized Signatory of the entity with authority to execute, deliver and perform on behalf of the entity such contracts, instruments, certificates and documents and to take such actions as are necessary or incidental to the Scope of Work described above, subject to the limitations set forth in this Resolution.

The authority granted includes, without limitation, the power to:
Execute and deliver agreements and amendments
Open and manage bank accounts and sign banking documents
Engage and retain agents, consultants, and professionals
Other (specify):

PAYMENT TERMS

The Authorized Signatory is authorized to approve and accept payments and to negotiate payment schedules on behalf of the entity in accordance with the following parameters:

Maximum Single Commitment Amount: Payment Schedule / Terms: Late Payment Fee / Interest:

TERM AND TERMINATION

This Resolution shall be effective as of and shall remain in full force and effect until , unless earlier revoked or superseded by a subsequent resolution of the board or members.

Either the board of directors or a majority of the members may terminate or amend this Resolution upon days' written notice to the Authorized Signatory and to the other officers of the entity.

CONFIDENTIALITY

The Authorized Signatory shall maintain the confidentiality of the entity's proprietary and non-public information acquired in the performance of duties under this Resolution. The Authorized Signatory shall not disclose confidential information except as authorized in writing by the entity or as required by law, and shall take reasonable measures to protect such information from unauthorized disclosure.

GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Resolution constitutes the entire directive of the entity with respect to the matters addressed herein and supersedes all prior resolutions, authorizations, or agreements relating to the authority granted to the Authorized Signatory unless explicitly stated otherwise in writing.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the board of directors or members of the entity on the date indicated below and that such resolution is in full force and effect and has not been amended or revoked.

Date of Certification:

Name of Certifying Officer (Secretary or Clerk): Title of Certifying Officer:

Authorized Representative:

By:

Date:

Corporate Secretary:

By:

Date:

What the Signatory Resolution Document Is

A Signatory Resolution Document is a formal written record adopted by a corporate board, LLC members, or other governing body that designates one or more persons authorized to sign contracts, banking documents, or other instruments on behalf of the organization. It typically includes recitals, the specific authority granted, effective date language, and a certification by the corporate secretary or other officer. Third parties and financial institutions commonly request a certified copy to confirm authority. Electronic execution is generally permitted when the signature meets legal requirements under ESIGN (15 U.S.C. ch. 96) and applicable state law such as UETA.

Why a Clear Resolution Matters (Authority and Legal Validity)

A precise resolution eliminates ambiguity about who may bind the organization, reduces transaction friction with banks and counterparties, and supports enforceability. When executed in compliance with ESIGN (15 U.S.C. ch. 96) and applicable state UETA rules, an electronically signed resolution can be treated as legally equivalent to a handwritten paper version.

Who Typically Prepares and Uses a Resolution

Organizations and their service providers rely on resolutions to confirm delegated signing authority.

Boards and executive teams — adopt resolutions to delegate signing powers for contracts and financial transactions.
Corporate secretaries and general counsel — prepare and certify the resolution text and maintain corporate records.
Banks and counterparties — request certified copies to verify the signer’s authority before accepting executed documents.

Provide a certified copy when requested by a bank, vendor, or government agency to avoid delays.

Typical Signers and Certifying Officers

Chief Executive

An officer (CEO/President) named in the resolution who executes commercial agreements and financial instruments on behalf of the company; the board often specifies limits or monetary thresholds for authority.

Corporate Secretary

The official who certifies the resolution, attaches corporate records or minutes, and confirms adoption of the resolution for third-party reliance; certification usually includes signature, title, and date.

Essential Parts Included in a Professional Resolution

A complete Signatory Resolution Document combines identifying information, clear delegated powers, effective dates, and formal certification language so third parties can rely on its validity.

Resolution Heading

Identifies the entity, meeting type (board or written consent), and date; use the entity’s full legal name as chartered with the state.

Recitals

Brief background facts that explain why the resolution is being adopted, including references to governing documents or specific circumstances prompting the delegation.

Resolved Clauses

Explicit statements granting authority (who, scope, monetary limits, document categories); avoid vague phrasing that can create third-party uncertainty.

Effective Date and Term

The effective date and any expiration or review requirement; state clearly whether authority is continuous or limited to a transaction.

Certification Block

Signed and dated certification by the corporate secretary or officer stating the resolution was duly adopted and is in full force and effect.

Attachments and Exhibits

Supporting items such as meeting minutes, bylaws excerpts, prior resolutions, or a specimen signature block to assist external verifiers.

Required Data Elements and Security Notes

Entity Name: Full legal name

Governing State: State of formation

Authorized Person: Full name and title

Scope of Authority: Specific powers

Effective Date: MM/DD/YYYY

Security: TLS 1.2/1.3, AES-256

Step-by-Step: Adopt and Certify a Signatory Resolution

Follow these sequential steps to prepare, adopt, certify, and distribute a resolution so counterparties can rely on the signer’s authority.

01

Draft: Prepare resolution text and exhibits with precise authority language.
02

Adopt: Obtain board approval at a meeting or by written consent.
03

Certify: Secretary signs certification and attaches minutes or consent.
04

Distribute: Provide certified copies to banks, vendors, and recordkeepers.

How to Configure an Online Signing Workflow

Set up signer roles, authentication, and retention settings before sending a resolution for signature to ensure legal compliance and auditability.

Field	Configuration
Signer Authentication	Email link, optional SMS code
Signature Placement	Designated signature and date fields
Certification Block	Require secretary signature field
Retention Settings	Enable audit trail and archive

Where to File or Send the Certified Resolution

A certified resolution is a private organizational record; deliver certified copies to any third party that requests proof of signing authority.

Banks: Provide certified copy for account access
Vendors: Share when executing major contracts
Internal Records: Store in corporate minute book
Regulators: Submit if requested for filings or audits

Digital Distribution and Platform Compatibility

Choose a platform that preserves an unalterable audit trail and supports required file formats for sharing certified copies.

File Formats: PDF, DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA

Timing and Typical Deadlines to Expect

Resolutions are effective per their stated effective date; distribution and third-party acceptance timelines vary based on recipient requirements.

Board Meeting Date:

Adopt resolution on the meeting date stated

Effective Date:

Enter MM/DD/YYYY; becomes operative as written

Bank Submission:

Submit certified copy upon account setup or changes

Contract Execution:

Signer may execute immediately if authorized

Record Retention:

Retain certified copies as part of minutes

Key Processing Milestones

A concise milestone sequence helps coordinate drafting, approval, certification, and distribution for efficient execution.

01

Drafting

Create resolution text and attach supporting exhibits.

02

Approval

Obtain board vote or unanimous written consent.

03

Certification

Secretary signs and dates the certified copy.

04

Distribution

Send certified copies to banks and counterparties.

Common Preparation Mistakes to Avoid

Using an informal or vague grant of authority that fails to state scope, limits, or effective dates, making third-party reliance difficult.
Mismatching the entity’s legal name or formation state, which can cause banks or registrars to reject the certified copy.
Omitting the certifying officer’s printed name and title, preventing external verifiers from confirming authenticity of the certification.
Failing to attach minutes or the written consent that shows the resolution was duly adopted, undermining the certification.

Risks and Consequences of an Incorrect Resolution

Invalid Authority: Contracts may be unenforceable

Bank Rejection: Account actions delayed or refused

Third-Party Liability: Organization may face exposure

Regulatory Scrutiny: Increased audit risk

Operational Delay: Transactions slowed or blocked

Document Dispute: Costly legal resolution

How a Resolution Differs from Similar Documents

Compare core attributes of a Signatory Resolution with commonly confused alternatives to determine which document you need.

Criteria	Signatory Resolution	Power of Attorney
Typical Purpose	delegating corporate signing	personal authority
Requires Notarization	varies	often
Revocable	by board	by principal
Third-Party Reliance	typically accepted	sometimes limited

eSignature Vendor Comparison for Executing Resolutions

Signatures for resolutions can be completed with a range of eSignature vendors; the table below summarizes starting prices and capability differences for common procurement considerations.

	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
Envelope Cap	No cap	100 env/user/yr	Varies	Varies	Varies

Frequently Asked Questions and Troubleshooting

Answers to common questions about authority, electronic execution, certification, and how to fix common defects in a Signatory Resolution Document.

Need help? Contact support

Can a resolution be signed electronically?
Yes. Electronic signatures are recognized under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws when intent, consent, attribution, and record retention are satisfied.
Is notarization always required?
Not generally. Notarization depends on recipient requirements and state practice; some banks or registrars prefer notarized certifications for added assurance.
What if the signer’s title is wrong?
A mismatched title can lead to rejection. Provide corrected certified copies and supporting minutes or a corrective resolution promptly to third parties.
How do I revoke or amend authority?
Revoke by board action and distribute certified notice of revocation to counterparties; retain minutes documenting the revocation and date of effect.
How long should records be kept?
Keep corporate minutes and certified resolutions for the active term plus recommended post-termination periods; follow federal rules such as IRC §6501(a) for tax documents.
What to do if a bank rejects the resolution?
Request specific rejection reasons, provide certified minutes or supplemental documentation, and obtain bank-prescribed certification or notarization as required.

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