Board Resolution for Authorised Signatory Template

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS

APPOINTMENT OF AUTHORIZED SIGNATORIES

DOCUMENT CONTROL & JURISDICTION

• Effective Date: [Date]
• Document Version: 3.1
• Jurisdiction / Scope: [State / Country of Incorporation]
• Corporate Entity: [Company Legal Name], a [State/Country] [Corporation / LLC] (the "Company")

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This template is designed to provide a legally binding framework for corporate governance actions. It contains generalized legal language and must be reviewed, adapted, and approved by qualified legal counsel licensed in the applicable jurisdiction prior to execution. The user assumes all legal, financial, and operational risks associated with the deployment and implementation of this document.

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1. RECITALS & PRELIMINARY MATTERS

WHEREAS, the Board of Directors (the "Board") of [Company Name] (the "Company") has convened on [Date] to deliberate upon the operational efficiency, banking mandates, and legal representation of the Company; and

WHEREAS, the Board deems it to be in the best commercial interests of the Company to designate specific individuals as Authorized Signatories to bind the Company in legal, financial, and operational transactions;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following operational and legal mandates with immediate effect:

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2. OPERATIVE CLAUSES & AUTHORIZED POWERS

Section 1: Appointment of Authorized Signatories

The individuals listed below (each, an "Authorized Signatory") are hereby formally appointed and vested with the authority to act on behalf of the Company within the defined parameters set forth herein:

1. Name: [Full Legal Name of Signatory 1]

   • Title: [Corporate Title, e.g., Chief Executive Officer]
   • Email: [Email Address]
   • Scope of Authority: [Full Operational & Financial / Limited to Specific Contracts]

2. Name: [Full Legal Name of Signatory 2]

   • Title: [Corporate Title, e.g., Chief Financial Officer]
   • Email: [Email Address]
   • Scope of Authority: [Full Operational & Financial / Limited to Specific Contracts]

Section 2: Scope and Limitation of Authority

Subject to any restrictions outlined in the Company’s Articles of Incorporation, Bylaws, or Operating Agreement, the Authorized Signatories are empowered to:

1. Financial Instruments: Open, operate, maintain, and close commercial bank accounts, execute checks, drafts, promissory notes, wire transfers, and credit facility agreements up to an aggregate or single-transaction limit of [Maximum Monetary Amount, e.g., $100,000 USD], unless explicitly authorized by a separate superseding Board resolution.
2. Contractual Execution: Execute, deliver, and perform commercial contracts, vendor agreements, leases, strategic partnerships, and non-disclosure agreements necessary for the ordinary course of business.
3. Regulatory & Compliance: Sign, file, and submit legal, tax, and regulatory documents to municipal, state, federal, or international governing bodies.

Section 3: Joint vs. Several Execution Requirements

• Single Signatory Threshold: Any [one / two] of the Authorized Signatories acting alone may bind the Company for transactions valued under [Threshold Amount, e.g., $50,000 USD].
• Dual Signatory Mandate: Transactions, contracts, financial commitments, or asset transfers exceeding [Threshold Amount, e.g., $50,000 USD] strictly require the joint execution and signatures of at least [two] Authorized Signatories.

Section 4: Revocation of Prior Authorities

All prior resolutions, mandates, or powers of attorney granting signing authority inconsistent with this document are hereby formally revoked, annulled, and rendered void as of the Effective Date.

Section 5: Reliance and Indemnification

Any third party, financial institution, vendor, or governmental agency may safely rely upon this Resolution as conclusive evidence of the authority of the designated Authorized Signatories until such time as the Company delivers written notice of amendment or revocation to said third party. The Company shall indemnify and hold harmless any third party acting in good faith reliance upon this Resolution.

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3. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, being the Corporate Secretary / Director of the Company, hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors in accordance with the Company’s governing documents, and that said resolutions have not been amended, modified, or rescinded and remain in full force and effect.

Attestation by Corporate Secretary / Director:

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Signature

• Printed Name: [Name of Secretary/Director]
• Title: [Corporate Secretary / Director]
• Date: [Date of Execution]

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Specimen Signatures of Appointed Authorized Signatories:

Authorized Signatory 1:

• Printed Name: [Full Legal Name of Signatory 1]
• Title: [Corporate Title]
• Specimen Signature: ____________________________________
• Date: [Date]

Authorized Signatory 2:

• Printed Name: [Full Legal Name of Signatory 2]
• Title: [Corporate Title]
• Specimen Signature: ____________________________________
• Date: [Date]

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4. STEP-BY-STEP EXECUTION GUIDE

1. Review Governing Documents: Confirm that the Company’s Bylaws, Articles of Incorporation, or Shareholder/Operating Agreements permit the passing of resolutions via written consent or meeting, and verify the required quorum for Board approval.
2. Fill in Data Fields: Replace all bracketed placeholders (e.g., [Company Name], [Date], [Amount]) with verified corporate data. Ensure no bracketed items remain in the final document.
3. Board Approval: Secure the required votes or written consents from the Board of Directors according to corporate governance rules.
4. Signatures Execution:
   • The Corporate Secretary or presiding Director must sign the attestation block.
   • Each designated Authorized Signatory must provide their official specimen signature.
5. Corporate Seal (If Applicable): Affix the physical corporate seal of the company adjacent to the signature block if required by jurisdictional law or institutional requirements (e.g., foreign banks).
6. Distribution & Filing:
   • File the executed original document in the corporate minute book.
   • Provide certified copies to commercial banking partners, financial institutions, and key counter-parties requiring proof of authority.