Board Resolution Format for Authorised Signatory

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

OF [COMPANY NAME]

DOCUMENT CONTROL & METADATA

• Effective Date: [Date, e.g., October 24, 2023]
• Document Version: 1.0
• Governing Law: Laws of the State/Jurisdiction of [State/Country]
• Corporate Registration No.: [Registration/Incorporation Number]

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SECTION 1: LEGAL DISCLAIMER & COMPLIANCE NOTICE

NOTICE: This document is a template designed to meet general corporate legal standards for authorizing signatories under the laws of [Jurisdiction]. It must be customized to align with the specific requirements of the Company’s Articles of Incorporation, Bylaws (or equivalent constitutional documents), and any existing shareholder agreements. Execution of this document without proper quorum, notice, or adherence to internal corporate governance frameworks may render the resolutions void or voidable. Legal counsel should be consulted prior to execution.

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SECTION 2: RECITALS & DEFINITIONS

WHEREAS, the Board of Directors (the "Board") of [Company Name], a [Jurisdiction of Incorporation] [corporation/limited liability company] (the "Company"), has deemed it to be in the best commercial and operational interests of the Company to authorize, designate, and empower specific individuals to act as Authorized Signatories on behalf of the Company;

WHEREAS, the undersigned, constituting all or the required quorum of the directors of the Company, have reviewed the corporate governance requirements necessary to bind the Company in contractual, financial, and legal obligations;

NOW, THEREFORE, BE IT RESOLVED, that the following definitions shall apply throughout this instrument:

1. "Authorized Signatory" means the individual(s) designated in Section 3 of this Resolution.
2. "Financial Institutions" includes banks, credit unions, investment firms, and lending bodies.
3. "Transaction Documents" includes contracts, deeds, agreements, checks, drafts, electronic fund transfers, regulatory filings, and any other instruments requiring corporate execution.

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SECTION 3: OPERATIVE CLAUSES & TERMS

1. Appointment and Designation of Authorized Signatories

The Board hereby resolves that the following individual(s) are officially appointed and designated as Authorized Signatories of the Company, effective as of the Effective Date:

• Designee 1:

  • Full Legal Name: [Full Legal Name of Signatory]
  • Title/Position: [Corporate Title, e.g., Chief Executive Officer]
  • Email Address: [Email Address]
  • Specimen Signature: ___________________________

• Designee 2 (Optional):

  • Full Legal Name: [Full Legal Name of Signatory]
  • Title/Position: [Corporate Title, e.g., Chief Financial Officer]
  • Email Address: [Email Address]
  • Specimen Signature: ___________________________

2. Scope of Authority

The Authorized Signatories are hereby granted full power and authority, acting [choose one: individually / jointly by any two (2)], to negotiate, execute, deliver, and perform any and all of the following on behalf of the Company:

• Contractual Instruments: Commercial contracts, vendor agreements, leases, licenses, and partnerships up to a monetary threshold of [$0.00 / Unlimited].
• Financial & Banking Operations: Opening, maintaining, and closing bank accounts; drawing, endorsing, and accepting checks, drafts, and orders for payment; and executing loan agreements or credit facilities up to [$Amount].
• Corporate Filings: Regulatory submissions, tax filings, governmental applications, and intellectual property registrations.

3. Limitations of Authority

Notwithstanding anything to the contrary herein, the Authorized Signatories shall NOT have the power to perform the following acts without a separate, specific resolution of the Board:

• Sell, lease, transfer, or otherwise dispose of all or substantially all of the assets of the Company.
• Issue equity, options, warrants, or debt securities convertible into equity.
• Initiate, settle, or compromise any legal litigation or arbitration proceedings exceeding [$Amount].

4. Ratification of Prior Acts

Any and all acts performed by the designated Authorized Signatories prior to the Effective Date of this Resolution that are within the scope of the authority granted herein are hereby ratified, confirmed, and approved as acts of the Company.

5. Revocation and Term

This Resolution and the authority granted herein shall remain in full force and effect until written notice of revocation, modification, or termination, executed by the Board of Directors, is formally delivered to the relevant third parties, counter-parties, or Financial Institutions.

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SECTION 4: EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned Directors of the Company have executed this Unanimous Written Resolution as of the Effective Date written above.

DIRECTORS:

Signature: ___________________________________
Printed Name: [Name of Director 1]
Title: Director
Date: [Date]

Signature: ___________________________________
Printed Name: [Name of Director 2]
Title: Director
Date: [Date]

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ATTESTED & CERTIFIED BY CORPORATE SECRETARY:

I, the undersigned, being the duly appointed [Corporate Secretary / Director] of the Company, hereby certify that the foregoing is a true, correct, and complete copy of the resolution adopted by the Board of Directors in accordance with the Articles of Incorporation and Bylaws of the Company, and that said resolution has not been amended, modified, or rescinded and is in full force and effect.

Signature: ___________________________________
Printed Name: [Name of Secretary]
Title: Corporate Secretary
Date: [Date]

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SECTION 5: STEP-BY-STEP EXECUTION & ENFORCEMENT GUIDE

1. Review Corporate Documents: Cross-reference the Company’s Bylaws, Operating Agreement, or Articles of Incorporation to ensure the quorum requirements for passing a board resolution are strictly met.
2. Fill in Blanks: Replace all bracketed text (e.g., [Company Name], [Full Legal Name], [$Amount]) with precise, verified data. Remove all instructional brackets and helper text prior to final printing.
3. Gather Signatures: Obtain physical or cryptographically secure digital signatures (e.g., DocuSign, Adobe Sign) from the required number of Directors and the Corporate Secretary.
4. Notarization (If Required): If presenting this document to international entities, foreign banks, or specific domestic jurisdictions requiring heightened verification, have the signatures acknowledged before a licensed Notary Public.
5. Corporate Record Retention: File the executed original resolution in the Company’s official Corporate Minute Book.
6. Third-Party Distribution: Provide certified copies (signed and stamped by the Corporate Secretary) to banks, counterparties, or legal authorities requiring proof of signatory authority.