Are written resolutions legally binding?

Yes when adopted under the authority provided by the company’s bylaws and applicable state law and when the required consent thresholds are met; ESIGN and UETA permit electronic execution where not excluded by statute.

Can a written resolution be signed electronically?

Yes; an electronic signature that demonstrates intent, consent, attribution, and retention is generally valid under federal ESIGN and UETA-adopting states, provided no exception applies.

When is notarization or witnesses required?

Most written resolutions do not require notarization, but state rules can require notarization or witnesses for certain document types (for example, deeds or power transfers); verify the specific state requirement before execution.

How do I correct a signed resolution with an error?

Prepare an amended resolution that references the original by date and describes the correction, obtain fresh consents as required by bylaws, and file both documents in the minute book.

How should executed resolutions be stored?

Store the signed PDF with its audit trail in the corporate records repository, keep a printed original or certified copy in the minute book, and maintain retention per tax or industry rules.

Can a written resolution be revoked?

Yes if bylaws or state law permit revocation prior to the resolution taking effect; record any revocation with the same formality used to adopt the original resolution.

Electronic Signature
Templates
Legal
Written Resolution for Corporate Action

Written Resolution for Corporate Action

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WRITTEN RESOLUTION FOR CORPORATE ACTION

This Written Resolution of the Board of Directors of Corporation Name: (the "Corporation") incorporated under the laws of State of Incorporation: with principal office at is adopted by the undersigned directors in lieu of a meeting, effective as of .

RECITALS

WHEREAS, the Board has been presented with the matter described as follows and has reviewed the relevant facts, documents and recommendations:

WHEREAS, the Board has determined that the proposed action is within the Corporation’s powers and is advisable and in the best interests of the Corporation and its shareholders; and

WHEREAS, the undersigned directors constitute all of the directors entitled to vote on the subject matter of this resolution and hereby adopt this written resolution without a meeting in accordance with the Corporation's bylaws and applicable law:

Consent Type: Unanimous Written Consent of All Directors

NOW, THEREFORE, BE IT RESOLVED

1. Authorization of Corporate Action. Resolved, that the Corporation is hereby authorized to take the action described in the recitals and in the proposal description above (the "Authorized Action"), and the Authorized Action is approved in all respects.

2. Authority to Execute Documents. Resolved, that the officers of the Corporation, individually or jointly, are authorized and directed to execute, deliver and file all documents, instruments, certificates, deeds and amendments, and to take all actions, as any such officer may deem necessary or advisable to effectuate the Authorized Action, including the execution of any agreements, instruments or filings described herein. The name and title of an initial authorized officer are: , Title: .

3. Ratification. Resolved, that all acts heretofore taken by any officer, director or agent of the Corporation in connection with the Authorized Action are adopted, ratified and approved in all respects as the acts and deeds of the Corporation.

4. Further Assurances. Resolved, that the officers of the Corporation are authorized and directed to execute and deliver such further certificates, instruments and documents and to take such further action as may be necessary to carry out the intent and purpose of the foregoing resolutions.

NOTICES

Corporation Notice Contact Notice Address Notice Email or Contact Number

MISCELLANEOUS

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of Incorporation: without regard to choice-of-law principles.

Entire Agreement. This written resolution constitutes the entire action and unanimous written consent of the board regarding the subject matter hereof and supersedes any prior oral or written communications on the subject.

Severability. If any provision of this Resolution is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Amendments; Waiver. Any amendment or waiver of any provision of this Resolution must be in writing and signed by the Board or by the officers authorized herein. No failure or delay in exercising any right shall operate as a waiver thereof.

Counterparts; Electronic Signatures. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be treated as original signatures.

CERTIFICATION

I hereby certify that the undersigned are the duly appointed and acting directors of the Corporation and that the foregoing Resolution was adopted in accordance with the Corporation's bylaws and applicable law and is in full force and effect as of the Effective Date set forth above.

Certified By (Name and Title) Date of Certification

Corporation

Printed Name:

By:

Date:

Attesting Officer / Director

Printed Name:

By:

Date:

What a Written Resolution for Corporate Action Is and When It Replaces a Meeting

A Written Resolution for Corporate Action is a signed document that records a corporate decision adopted without a formal in-person or virtual meeting. State corporation statutes and a company’s bylaws or operating agreement typically authorize boards or shareholders to act by written consent, provided required notice and voting thresholds are met. Written resolutions consolidate recitals, resolved clauses, and signature blocks into a single record used to document approvals for matters such as officer appointments, corporate minutes, mergers, stock issuances, and amendments that do not require a public filing immediately upon adoption.

Why Organizations Use Written Resolutions

Written resolutions provide a clear, auditable record of corporate decisions while avoiding the logistics of convening a formal meeting. They streamline routine approvals, reduce scheduling friction, and create a single signed document suitable for the corporate record book.

Who Usually Prepares and Signs These Resolutions

Keep a signed original in the minute book and distribute execution copies to affected parties and recordkeepers.

Corporate secretary or legal counsel: Prepares text, verifies voting thresholds, and adds record-keeping metadata.
Board members or shareholders: Review and sign to indicate consent where bylaws permit written action.
Chief officers or authorized signatories: Execute operational or transactional approvals and provide attestations.

Signatory Roles and Typical Use Cases

Corporate Secretary

Often drafts the resolution, confirms whether bylaws permit written action, documents votes, and files the signed resolution in the corporate minute book for audit and recordkeeping.

Board Member

Reviews recitals and resolved clauses, signs to record consent, and relies on the resolution as formal evidence of the board’s action in later governance or regulatory reviews.

Core Sections Every Professional Written Resolution Should Include

A concise, well-structured resolution reduces ambiguity; include a clear title, recitals, resolved clauses, voting statement, signature blocks, and a retention note for the corporate records.

Title

A specific heading indicating the action (for example, 'Written Resolution of the Board of Directors Approving Acquisition') to make later retrieval and indexing straightforward.

Recitals

Brief factual background explaining the reason for the action, referencing relevant contracts, prior minutes, or financial conditions supporting the decision.

Resolved Clauses

Numbered, discrete resolutions stating the approvals, authorizations, and any delegated powers with precise limits and conditions.

Voting Statement

A clear statement of who is consenting, the vote tally or unanimous consent language, and the applicable bylaw or statutory authority permitting written action.

Signature Blocks

Lines for printed name, title, signature, date, and any witness/notary block if required by state law or company policy.

Record Note

A short retention instruction indicating filing into the minute book and referencing the effective date for corporate records.

Step-by-Step: Drafting, Circulating, and Executing a Written Resolution

Follow these steps to prepare a compliant written resolution and record the action properly in the corporate minute book.

01

Draft the text: Prepare recitals, resolutions, and the voting statement in clear numbered clauses.
02

Confirm authority: Check bylaws and state law to confirm written consent is permitted for this action.
03

Circulate to signers: Send to all required signers with a deadline and required acknowledgement method.
04

Execute and file: Collect signatures, note the effective date, and file the executed copy in the minute book.

Configuring an Online Workflow for a Written Resolution

Set up a secure, auditable workflow so signers receive, authenticate, and sign the resolution in the correct order.

Field	Configuration
Signer Order	Sequential or simultaneous signing as required
Authentication	Email link or two-factor (SMS) for higher assurance
Notifications	Automated reminders and completion alerts
Storage	Save signed PDF to corporate document repository

Technical and Format Requirements for eSubmission

Ensure the solution captures timestamps, IP addresses, and a tamper-evident signed file to support enforceability and record retention.

Supported Formats: PDF, Word DOCX accepted
Integrations: Connectors for cloud storage and ERP
Authentication Options: Email, SMS, or advanced methods

Where to File and Who to Notify After Execution

After execution, place the signed resolution in the corporate minute book and notify affected departments and external parties as required.

Minute Book: File the signed original or certified copy in the minute book.
Company Records: Update cap table, officer records, and contract repositories.
State Filing: If the action requires amendment to public filings, submit to the Secretary of State.
Third Parties: Send certified copies to banks, counsel, or regulators as necessary.

Typical Timelines and Deadlines to Keep in Mind

Timelines depend on the nature of the action; some approvals take immediate effect while others require subsequent public filings or notifications.

Effective Date:

The resolution usually states an effective date; often immediate upon required signatures.

Public Filing Follow-Up:

If amending articles, prepare state filing promptly to maintain public record accuracy.

Internal Notification:

Notify accounting, HR, legal within a business day of final execution.

Record Retention:

Place executed resolution in minute book within 7–14 days.

Regulatory Reporting:

Complete any required filings or notices according to agency schedules.

Common Preparation Mistakes and How They Cause Delays

Using vague language in resolved clauses that leaves authority limits unclear and requires amendments or counsel intervention.
Failing to confirm bylaws or quorum requirements before circulation, which can invalidate the written action.
Collecting signatures without a clear effective date or vote record, complicating downstream compliance or bank acceptance.
Not preserving an auditable signed PDF with metadata, which creates evidentiary gaps during audits or disputes.

Risks and Consequences of Improperly Adopted Resolutions

Invalid Action: Corporation may lack authority to bind itself without proper consent.

Shareholder Dispute: Errors can trigger challenges and litigation risk.

Regulatory Exposure: Failure to file required public documents can lead to fines.

Tax Consequences: Incorrect documentation may affect tax reporting or withholding.

Contract Unenforceable: Third parties may refuse to accept uncertified or incomplete resolutions.

Recordkeeping Gaps: Missing minutes can undermine fiduciary defenses.

How signNow Compares to Other eSignature Vendors for Executing Corporate Resolutions

Basic vendor differences that matter for signed corporate records: starting price, trial availability, bulk send, audit trail, HIPAA support, and envelope limits are summarized below.

	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	Yes, 7-day free trial	Yes	Yes	Yes	Yes
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 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Written Resolutions

Answers to common concerns about legal validity, execution, notarization, e-signing, amendments, and revocation of written resolutions.

Need help? Contact support

Are written resolutions legally binding?
Yes when adopted under the authority provided by the company’s bylaws and applicable state law and when the required consent thresholds are met; ESIGN and UETA permit electronic execution where not excluded by statute.
Can a written resolution be signed electronically?
Yes; an electronic signature that demonstrates intent, consent, attribution, and retention is generally valid under federal ESIGN and UETA-adopting states, provided no exception applies.
When is notarization or witnesses required?
Most written resolutions do not require notarization, but state rules can require notarization or witnesses for certain document types (for example, deeds or power transfers); verify the specific state requirement before execution.
How do I correct a signed resolution with an error?
Prepare an amended resolution that references the original by date and describes the correction, obtain fresh consents as required by bylaws, and file both documents in the minute book.
How should executed resolutions be stored?
Store the signed PDF with its audit trail in the corporate records repository, keep a printed original or certified copy in the minute book, and maintain retention per tax or industry rules.
Can a written resolution be revoked?
Yes if bylaws or state law permit revocation prior to the resolution taking effect; record any revocation with the same formality used to adopt the original resolution.

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