Business Resolutions and Minutes: Remote Signatures for Corporate NY Entities

Disclaimer: This article is written from the perspective of a New York State Remote Online Notary and is intended for informational purposes only. It does not constitute legal advice. Every business entity has unique needs, so please consult with a qualified attorney for guidance specific to your corporation or LLC.

Why This Matters to You

If you own or manage a business in New York State, whether it is a corporation, a limited liability company, or a partnership, you have likely heard the terms “business resolutions” and “minutes.” You may even have a shoebox somewhere with a few stapled papers inside. But have you ever wondered why these documents matter and how something as modern as remote online notarization can help keep your corporate records clean, credible, and legally sound?

As a Remote Online Notary commissioned in New York State, one of the most common questions I receive goes like this: “Do I really need to notarize our corporate resolutions and minutes?”

The answer is not always yes, but here is the thing: when you do, it makes a world of difference. And now, thanks to New York’s Remote Online Notarization laws, you do not need to drive downtown or schedule an in-person appointment. Let me walk you through everything you need to know.

What Are Business Resolutions and Minutes?

Let us start with the basics. Many business owners treat resolutions and minutes as if they are paperwork for paperwork’s sake, and quite frankly, I have seen some companies that never create either. But these documents are the backbone of corporate governance.

What Are Corporate or LLC Resolutions?

A resolution is a formal written statement recording a decision made by your company’s decision-makers. For a corporation, that means the board of directors or the shareholders. For an LLC, that means the members or the managers, depending on how your operating agreement is structured.

Resolutions typically cover things such as:

Opening a new bank account
Authorizing a loan or line of credit
Approving a merger or acquisition
Appointing an officer or manager
Selling or purchasing major assets
Changing the company’s name or registered agent

Think of a resolution as your business officially stating what it wants to do. It is the corporate equivalent of making a deliberate, documented choice rather than just acting on a whim.

What Are Corporate or LLC Minutes?

Minutes are the written record of what happened at a meeting. They document who was present, what was discussed, what motions were made, how votes were cast, and what decisions were reached. Minutes provide the narrative behind the resolutions.

If resolutions are the “what,” then minutes are the “when, where, who, and why.”

Why Both Matter

Here is the key point: resolutions and minutes work together. A resolution states the decision. The minutes prove that the decision was made properly, through the correct process, by the right people, at a properly called meeting.

Banks, lenders, investors, and even courts will ask to see these documents. If you cannot produce them, you may find yourself proving that your company actually made the decision it claims to have made. And trust me, that is not a fun conversation to have halfway through a closing or a dispute.

What Does New York Law Say About Corporate Records?

Now let us get into the New York specifics, because state law drives a lot of this.

Corporations Under New York Business Corporation Law (BCL)

New York’s Business Corporation Law requires corporations to maintain certain records. Under BCL Section 302, a corporation must keep a list of shareholders. Under BCL Section 701, the board of directors holds the authority to manage the business, and its actions are carried out through resolutions. While the BCL does not explicitly mandate that every corporation keep formal minutes, Section 706 states that a corporation shall keep as its records minutes of all actions taken by the board.

So yes, corporations in New York are legally required to keep minutes of board actions.

LLCs Under New York Limited Liability Company Law

LLCs are a bit more relaxed. New York’s LLC Law does not strictly require LLCs to hold meetings or keep minutes. However, Section 403 of the LLC Law states that a company shall keep, in its registered office, true records and accounts of its dealings. Most importantly, if your LLC has an operating agreement, that agreement often specifies meeting and record-keeping requirements, and those contractual obligations carry the same weight as law for your entity.

In practice, I always recommend that LLCs keep resolutions and minutes anyway. Why? Because when you need to prove your company’s authority to act, those records speak volumes. The absence of them can create doubt, and doubt costs time and money.

Partnerships

Even general and limited partnerships benefit from keeping written records of major decisions. While partnership agreements may not use the word “resolution,” a signed written consent among partners serves the same purpose.

Why Notarize Business Resolutions and Minutes at All?

This is the question I hear most often. If the law does not always require it, why go through the trouble?

Here are the top reasons I recommend notarization to my clients:

Authentication

A notary public verifies the identity of the person signing the document and attests that the signature is genuine. When your corporate resolutions and minutes are notarized, third parties can trust that the people signing them are who they say they are.

Enhanced Credibility

A notarized certificate of resolutions carries more weight with banks, lenders, title companies, and government agencies. It tells them: “This is not a casual document. It has been formally verified.”

Supporting Evidence

In legal disputes, notarized corporate records serve as strong evidence. If someone claims that a resolution was forged or that a meeting never took place, a notarized document makes that much harder to prove.

Remote Accessibility

And this brings me to my favorite topic. With New York’s Remote Online Notarization laws, you no longer need to gather everyone in one room or drive to a notary’s office. Your officers and managers can appear from anywhere in the world, and the notarization is just as legally valid as an in-person one.

Remote Online Notarization in New York – The Legal Framework

New York adopted Remote Online Notarization, commonly known as RON, through Executive Law Section 135-c. The final regulations were published in January 2023, and the system has been running smoothly ever since.

Here is what you need to know about RON in New York:

What Is Remote Online Notarization?

RON allows a notary public to perform notarial acts through audio-video technology. The signer and the notary do not need to be in the same room. The signer can be in New York, California, or even another country. However, the notary must be physically located in New York at the time of the notarization.

What Types of Notarization Are Allowed?

New York currently recognizes three types of notarization:

Traditional in-person notarization: The old-school way. You show up, sign in front of the notary, and the notary stamps the document.
In-Person Electronic Notarization (IPEN): You appear in person, but the notary uses an electronic commission and applies a digital signature and seal rather than an ink stamp.
Remote Online Notarization (RON): You appear via live audio-video technology, and the entire process is conducted electronically.

Important note: New York no longer allows “Remote Ink Notarization.” That was a temporary measure during the pandemic. Only RON, IPEN, and traditional notarization are currently valid.

What Is Required for a Valid RON Session?

The process is more structured than a simple Zoom call. Here is what happens:

Identity Verification: The notary uses a third-party vendor platform to verify your identity. This includes credentialing analysis, where the platform checks your government-issued identification against public and proprietary data sources. The platform must meet at least the Identity Assurance Level 2 standard from the National Institute of Standards and Technology.
Audio-Video Communication: The notary and signer communicate through live audio-video technology. This allows the notary to see you, confirm that you are the person on the identification, and witness your signature.
Electronic Signature and Seal: You apply your electronic signature to the document within the platform. The notary then applies a digital signature and a digital notarial seal.
Recording: The notary must retain an audio-video recording of the session. This recording becomes part of the notary’s journal.
Notarial Certificate: For RON sessions, the notarial certificate must include additional language stating that the act involved a remote online appearance using communication technology.

Who Can Perform RON in New York?

To become a Remote Online Notary in New York, an individual must:

Hold a current commission as a traditional notary public
Complete an application to the Secretary of State and pay a $60 fee
Contract with a RON technology platform that meets state requirements
Submit an exemplar (a sample document showing the digital seal and certificate) for state approval before conducting any RON sessions
Renew the electronic commission every four years

Once commissioned as an electronic notary, the same commission number is used for both in-person and remote notarizations. Your previous traditional commission number is no longer valid once the electronic commission is issued.

How Remote Signatures Work for Corporate Resolutions and Minutes

Now let us talk about the practical side. How does your company actually use remote online notarization for resolutions and minutes?

Step 1: Draft the Resolutions and Minutes

Your corporate secretary, attorney, or authorized officer drafts the resolutions and the accompanying meeting minutes. These should clearly state the date of the meeting, the attendees, the motions made, the voting results, and the final decisions.

Step 2: Prepare the Notarial Certificate

Attached to or included within the resolutions is a notarial certificate. This certificate identifies the signers, states the action being taken, and provides space for the notary’s signature and seal. For example:

“State of New York, County of [County Name] Before me, the undersigned Electronic Notary Public, personally appeared [Name of Officer], who proved to me on the basis of satisfactory evidence to be the person whose name appears on these corporate resolutions, and who acknowledged that [he/she/they] executed them on behalf of [Company Name].”

Step 3: Schedule the RON Session

The corporate officer or authorized signers connect with the notary through the notary’s RON platform. This could be a platform such as Notary Hub, Notarize, OneNotary, or any other vendor that self-certifies compliance with New York RON requirements.

Step 4: Identity Verification

During the session, the signer presents a government-issued photo ID. The platform performs credentialing analysis to confirm the ID is valid. The notary then compares the photo to the signer on the video feed.

Step 5: Signing and Notarization

The signer applies an electronic signature to the resolutions. The notary witnesses this signature, applies a digital notarial seal, and completes the notarial certificate. The platform records the entire session.

Step 6: Delivery

The completed, notarized document is delivered electronically, typically as a PDF. The signer and the notary both retain copies.

How Many People Can Sign? There is no strict limit. If your board has five directors who all need to sign, each one goes through the identity verification and signing process. In some cases, a single corporate secretary can sign a certificate of resolutions attesting to the actions taken, and only the secretary needs to appear before the notary. This is often the most efficient approach.

The Certificate of Resolutions and the Certificate of Authenticity

Let me clarify two terms that often cause confusion.

Certificate of Resolutions

This is a document that summarizes the resolutions adopted by the board of directors, shareholders, or members. It is typically signed by the corporate secretary or an authorized officer. The certificate may read something like this:

“Certificate of Resolution of the Board of Directors of [Company Name], dated [Date], certifying that at a meeting duly held on [Date], the following resolutions were adopted: [list of resolutions].”

This certificate is then notarized to authenticate the signer’s signature.

Certificate of Authenticity

A Certificate of Authenticity is a separate document used when you need to convert an electronically notarized document into a paper copy for recording purposes. Under New York law, a notary can print an electronically notarized document and certify that the printed copy is a true and correct reproduction of the electronic original. This certification must include the notary’s signature, commission information, and the date.

This is essential when recording documents with a county clerk’s office or when a third party requires a physical copy.

Common Corporate Situations Where Notarized Resolutions Are Needed

Here are some everyday scenarios where I see businesses request notarized resolutions:

Opening a Bank Account

Banks routinely ask for a certified or notarized certificate of resolutions showing that the company authorized the account opening and identified who has signing authority. Without it, the bank may delay the process or require every owner to appear in person.

Obtaining a Loan or Line of Credit

Lenders want proof that the company’s decision-making body approved the borrowing. A notarized resolution confirms that the loan was authorized by the proper authority.

Real Estate Transactions

When your corporation or LLC buys or sells real property, the deed or contract often requires notarized corporate resolutions to prove the signers have authority to bind the entity.

Changing Officers or Directors

Resolutions appointing new officers or directors are frequently notarized, especially when the new officers will sign documents on behalf of the company.

Mergers and Acquisitions

Any merger, acquisition, or significant change in ownership structure requires formal resolutions. Notarizing these documents provides an extra layer of verification for all parties involved.

Government Filings and Licenses

Certain permits, licenses, and registrations may require notarized corporate documentation as proof of authority.

What Documents Cannot Be Notarized Electronically?

It is worth noting that not all documents in New York can be handled electronically. Under New York State Technology Law Section 307, the following cannot be notarized electronically:

Wills
Most trusts
Most powers of attorney
Health care proxies
Certain end-of-life directives
Certain negotiable instruments and documents of title

Business resolutions and minutes, however, do not fall into these categories. Your corporate records are fair game for electronic notarization.

Practical Tips for Using Remote Online Notarization for Corporate Documents

Plan Ahead: Do not wait until the last minute. Schedule the RON session in advance, especially if multiple signers are involved. Each signer needs a government-issued photo ID and a stable internet connection.
Use a Reliable Platform: Your notary should use a RON platform that self-certifies compliance with New York requirements. Some of the major platforms operating in New York include Blue Notary, DocMagic, eNotaryOnCall, Notarize, Notary Live, Notary Hub, OneNotary, Pactima, ProNotary, Ronary, Secured Signing, and SIGNiX.
Check the Notarial Certificate Language: For RON sessions in New York, the notarial certificate must include the phrase that the act involved a remote online appearance using communication technology. If your attorney drafts the certificate, make sure they use the correct language for an RON session.
Keep Organized Records: Store copies of all notarized resolutions and minutes in a centralized location, whether digital or physical. Consider maintaining a corporate minutes book, just as New York Business Corporation Law Section 706 encourages.
Retain the RON Recording: While the notary is required to keep the audio-video recording, it is a good practice for the company to also retain a copy of the executed document and any confirmation emails from the platform.
Know When You Need a Certificate of Authenticity: If a county clerk, a title company, or another third party requires a physical copy of your notarized document, ask your notary to provide a Certificate of Authenticity. This certifies that the paper copy matches the electronic original.

The Electronic Signatures and Records Act (ESRA)

Behind all of this is New York’s Electronic Signatures and Records Act, found in State Technology Law Article 3. ESRA establishes that electronic signatures and records have the same force and effect as traditional ink signatures and paper records. This is the legal foundation that makes remote online notarization possible for corporate documents.

The ESRA was designed to facilitate both business in New York State and the business of New York State. When your company adopts electronic signatures for resolutions and minutes, you are operating within a well-established legal framework.

What I Wish More Business Owners Knew

Minutes Do Not Expire: Once your resolutions and minutes are properly executed and notarized, they are a permanent part of your corporate records. There is no expiration date.
You Can Notarize Retrospectively: If your company made a decision without notarizing it at the time, you can still draft a resolution or certificate referencing that earlier action and have it notarized now. Just be honest about the dates.
One Notarization Can Cover Multiple Resolutions: If your board adopted several resolutions at one meeting, a single certificate can reference all of them. You do not need a separate notarial act for each individual resolution.
RON Is Not Just for Emergencies: Many businesses only think of remote notarization as a backup plan. In reality, it can be your primary method for keeping corporate records current and organized.

Getting Started

Ready to take advantage of remote online notarization for your business? Here are the steps:

Organize Your Corporate Records Review your existing resolutions and minutes. Identify which decisions need formal documentation.
Consult with Your Attorney An attorney can help you draft proper resolutions and notarial certificates tailored to your entity type.
Find a New York Remote Online Notary Search for a notary who is commissioned for electronic notarization in New York State and who uses a compliant RON platform.
Schedule Your Session Coordinate with the notary and all signers. Make sure everyone has a valid government-issued ID and a reliable internet connection.
Complete the Notarization Follow the notary’s instructions through the RON platform. The entire process should take only a few minutes per signer.
File and Store the Documents Keep the executed, notarized resolutions and minutes in your corporate records, both digitally and in printed form if needed.

Your Business Deserves Proper Documentation

Business resolutions and minutes may seem like dry, behind-the-scenes paperwork, but they are the foundation of how your company operates. They prove that decisions were made correctly, by the right people, at the right time. And when those documents are notarized, they carry even greater weight and credibility.

With New York’s Remote Online Notarization laws, there is no excuse for falling behind on corporate records. The process is secure, convenient, and legally sound. Whether you run a small LLC from your home office or manage a corporation with directors across the globe, remote online notarization can help keep your business organized and compliant.

Do not let corporate paperwork become an afterthought. Proper documentation protects your business, your team, and your peace of mind. And now, thanks to RON, it has never been easier to get it done.