Is notarization required?

Not usually required for corporate governance records, but banks or title companies often ask for notarization. Confirm the receiving party’s requirements before executing.

Can the resolution be e-signed?

Yes. Electronic signatures are generally valid under ESIGN and UETA for corporate records if intent, consent, attribution, and reliable retention are met.

Who should sign the document?

The sole shareholder signs to adopt the resolution. If the shareholder delegates execution, include an officer’s signature and clear delegation language in the document.

Where should the signed copy be kept?

Keep the original in the company minute book and a secure electronic copy with an audit trail; ensure retention policies meet IRS and industry requirements.

What if a bank refuses the resolution?

Ask the bank what specific form, notarization, or supporting corporate records they require and amend the resolution or provide certified copies accordingly.

How do I amend or revoke a resolution?

Adopt a new signed resolution that expressly revokes or supersedes the prior one and record it in the minute book to create a clear chain of authority.

Electronic Signature
Templates
Legal
Sole Shareholder Resolution Template

Sole Shareholder Resolution Template

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

SOLE SHAREHOLDER RESOLUTION

Date of Resolution: Corporation Name: State of Incorporation:

Sole Shareholder Name: Address:

RECITALS

WHEREAS, the Corporation is duly organized and existing under the laws of the state identified above and maintains its principal corporate records at the registered office set forth in the Corporation's organizational documents; and

WHEREAS, the sole shareholder is the owner of all issued and outstanding shares of capital stock of the Corporation, representing all voting power of the Corporation, specifically shares of the class; and

WHEREAS, it is in the best interests of the Corporation that the action described in this Resolution be approved, adopted and authorized by the sole shareholder of the Corporation.

NOW, THEREFORE, BE IT RESOLVED

Approval of Action. Resolved, that the action described in the Action Description field below is hereby approved, adopted, and ratified in all respects by the sole shareholder of the Corporation and shall constitute the binding act of the Corporation. Action Description (specify corporate action, agreements, amendments, conveyances, or other matters being approved):
Authorization of Officers. Resolved, that the officers of the Corporation are authorized and directed, in the name and on behalf of the Corporation, to execute and deliver any and all documents, instruments and agreements, and to take any and all actions, that such officers may deem necessary, advisable or appropriate to effectuate the foregoing resolution, including without limitation the negotiation, execution and delivery of closing documents, certificates, instruments of transfer and any amendments thereto, and the payment of any consideration or expenses in connection therewith.
Officer Authorized to Act (title):
Ratification. Resolved, that all acts and things done and decisions made by the officers or agents of the Corporation on behalf of the Corporation in connection with the matters contemplated by this Resolution prior to the date hereof are hereby ratified, approved and confirmed in all respects as the valid and binding acts of the Corporation.
Effective Date. Resolved, that this Resolution shall be effective as of , unless otherwise provided in writing by the sole shareholder.
Representation of Ownership. The sole shareholder represents and warrants that the shares indicated in the Recitals are owned of record and beneficially by the undersigned and that no transfer of such shares has occurred that would affect the validity of this Resolution as the sole act of the shareholder of the Corporation.

CERTIFICATION

I, the undersigned, hereby certify that I am the sole shareholder of the Corporation; that I am fully authorized to adopt the foregoing Resolution; that the foregoing Resolution has not been modified, rescinded or revoked and remains in full force and effect; and that the foregoing statements are true and correct.

Total Number of Shares Owned by Sole Shareholder:

Shareholder Title or Capacity (if signing in representative capacity):

NOTICES

Any notice required or permitted under this Resolution shall be in writing and shall be delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the address set forth below or to such other address as a party may designate by notice given in accordance with this section.

Notice Address for Corporation: Notice Address for Sole Shareholder:

MISCELLANEOUS

Governing Law: This Resolution 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: This Resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, relating to such subject matter.

Severability: If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Amendments; Waiver: This Resolution may be amended, modified or waived only by a written instrument signed by the sole shareholder or by the authorized officer of the Corporation, as applicable. No waiver shall be effective unless in writing and signed by the party granting the waiver.

Counterparts: This Resolution may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to be original signatures for all purposes.

ATTESTATION

The undersigned, being the person identified as Sole Shareholder above, hereby executes this Resolution to evidence adoption of the Resolution in accordance with the corporate documents and applicable law.

Sole Shareholder:

By:

Date:

Authorized Officer (Corporate Secretary):

By:

Date:

What a Sole Shareholder Resolution Template Is

A Sole Shareholder Resolution Template is a standardized written record used when a single shareholder must document corporate decisions and grant or confirm authority. It records actions such as officer appointments, banking signatories, transfers of shares, asset sales, and other corporate acts that would otherwise be authorized at a shareholder meeting. The template ensures the decision is dated, signed, and placed in the company minute book so third parties and internal stakeholders have verifiable evidence of the action and the signer’s authority.

Why a Clear, Signed Resolution Matters

A well‑crafted Sole Shareholder Resolution provides an auditable, consistent record of decisions, reduces disputes over authority, and supplies banks, vendors, and regulators with written proof of who may act for the corporation. It helps preserve corporate formalities and supports compliance with internal governance and external requests.

Who Typically Prepares and Uses This Template

Common users include the sole shareholder, company officers, corporate secretaries, and outside counsel who need to document authority for transactions.

Sole shareholder — documents and confirms specific corporate actions without formal shareholder meetings.
Corporate officers — use resolutions to effect bank account signatory changes and authorize contracts.
Banks and vendors — accept a signed resolution as evidence of authority for account access and transactions.

The template is used both for internal governance (minute books, corporate records) and to show authority to banks, counterparties, or regulatory reviewers.

Essential Elements of a Professional Resolution

A complete Sole Shareholder Resolution Template combines precise identification, clear resolution language, signatory blocks, and optional authentication to ensure the record is reliable and usable by third parties.

Header

Company name, state of incorporation, and corporate identifier (EIN or registration number if applicable) to clearly tie the resolution to the legal entity.

Recitals

Short background statements describing the shareholder status and the reason for the resolution so readers understand context and authority for the action.

Resolution Text

A concise, numbered statement of the action being authorized, including any limitations, dollar amounts, or specific people or offices affected.

Authority

Language confirming the sole shareholder’s power to adopt the resolution and delegations given to officers or agents, if any, and effective date.

Signatures

Signature block for the sole shareholder and date line; include printed name and title. Add officer signature lines when the shareholder delegates execution.

Authentication

Optional notary acknowledgement or witness lines and a reference to insertion in the company minute book for added formality.

Required Information and Fields at a Glance

Company Name: Full legal name

Incorporation State: State name

Sole Shareholder: Full legal name

Action Description: Concise resolution text

Effective Date: MM/DD/YYYY

Signature Block: Signature and printed name

Step-by-Step: Complete a Resolution Quickly

Follow this simple sequence to create a valid Sole Shareholder Resolution suitable for internal records or third-party acceptance.

01

Prepare header: Enter company name, state, and identifier.
02

Describe action: Write the precise decision or authorization in plain language.
03

Set the date: Choose an effective date in MM/DD/YYYY format.
04

Sign and store: Have the shareholder sign and add to the minute book.

How to Configure an Online Signing Workflow

Set up fields and signer authentication to match the document’s risk and the counterparty’s expectations.

Field	Configuration
Signature Block	Required, date field placed adjacent
Authentication	Email plus optional SMS code
Document Attachment	Include bylaws or officer appointment if requested
Completion Certificate	Enable audit trail and timestamp

Where to Send a Signed Resolution

After signing, route the resolution to internal and external recipients who typically request it.

Corporate Records: Store a copy in the company minute book and digital records.
Bank or Lender: Provide signed and, if required, notarized copy to change signatories.
Counterparties: Share with vendors or buyers as proof of authority for transactions.
Legal Counsel: Send for review when the resolution affects corporate structure or governance.

Distribution and eSubmission Options

Choose distribution channels based on recipient requirements and document sensitivity.

Email: Simple delivery for known recipients.
Secure eSign: Adds audit trail, timestamps, and optional multi-factor authentication.
API / Integrations: Connects to CRMs and document stores for automated routing.

Timing, Effective Dates, and Recordkeeping

A resolution’s effective date governs when authority begins; recordkeeping obligations determine how long the signed copy must be retained.

Adoption Date:

Set the date the shareholder signs as the adoption date.

Effective Date:

May match adoption date or be prospective, as the resolution specifies.

Bank Processing:

Banks may require original or notarized copies and can take several business days to accept changes.

Minute Book Entry:

Record resolution promptly in corporate minutes and maintain signed originals.

Retention Timing:

Retain per corporate record retention policy and applicable law.

Common Preparation Mistakes to Avoid

Using informal language or vague authority phrases that banks and counterparties may decline.
Mismatched names between corporate formation documents and the resolution, causing third‑party rejections.
Signing before adding required notarization or witness lines, which prevents acceptance by some institutions.
Failing to store the signed document in the official minute book or secure electronic records.

Risks of an Incorrect or Missing Resolution

Bank Refusal: Account changes denied

Contract Invalidity: Signatory lacks authority

Internal Dispute: Governance conflicts arise

Regulatory Scrutiny: Questions in audits

Transaction Delay: Closings postponed

Additional Costs: Repeat execution or legal review

Quick eSignature Pricing and Cap Comparison

Common vendor pricing and capability points to consider for executing and storing signed Sole Shareholder Resolutions; signNow appears first per vendor comparison rules.

	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 by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

FAQs About Using the Sole Shareholder Resolution Template

Answers to common questions about validity, signing, notarization, and storage when preparing a Sole Shareholder Resolution.

Need help? Contact support

Is notarization required?
Not usually required for corporate governance records, but banks or title companies often ask for notarization. Confirm the receiving party’s requirements before executing.
Can the resolution be e-signed?
Yes. Electronic signatures are generally valid under ESIGN and UETA for corporate records if intent, consent, attribution, and reliable retention are met.
Who should sign the document?
The sole shareholder signs to adopt the resolution. If the shareholder delegates execution, include an officer’s signature and clear delegation language in the document.
Where should the signed copy be kept?
Keep the original in the company minute book and a secure electronic copy with an audit trail; ensure retention policies meet IRS and industry requirements.
What if a bank refuses the resolution?
Ask the bank what specific form, notarization, or supporting corporate records they require and amend the resolution or provide certified copies accordingly.
How do I amend or revoke a resolution?
Adopt a new signed resolution that expressly revokes or supersedes the prior one and record it in the minute book to create a clear chain of authority.

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