Board Resolution Format for Signing Authority

BOARD RESOLUTION: AUTHORIZATION OF SIGNATORY AUTHORITY

Document ID: CORP-RES-[YEAR]-[001] Effective Date: [Date of Board Meeting] Version: 1.0 Governing Jurisdiction: [State/Country of Incorporation]

1. LEGAL COMPLIANCE NOTICE

Disclaimer: This document is a standardized template prepared for general corporate governance purposes. It is intended for use by qualified corporate officers. Laws governing board resolutions, signatory authority, and corporate capacity vary significantly by jurisdiction (e.g., Delaware General Corporation Law vs. international civil code jurisdictions). The user assumes full responsibility for ensuring this document complies with the Company’s Bylaws, Articles of Incorporation, and local statutory requirements. Consult with local legal counsel prior to execution.

2. RECITALS & RESOLUTIONS

WHEREAS, [Company Full Legal Name] (the "Company"), a corporation organized and existing under the laws of [Jurisdiction], requires the formal appointment of authorized signatories to execute contracts, financial instruments, and legal documents on behalf of the Company;

WHEREAS, the Board of Directors (the "Board") has determined that it is in the best interests of the Company to delegate specific signing authority to designated officers to facilitate efficient day-to-day operations;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

1. SCOPE OF AUTHORIZATION: The individuals designated in Exhibit A (the "Authorized Signatories") are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute, deliver, and perform any and all contracts, agreements, instruments, and documents (collectively, the "Instruments") as they deem necessary or appropriate to carry out the business and operations of the Company.

2. FINANCIAL LIMITATIONS: Any Instrument involving a commitment or expenditure exceeding $[Amount in USD] shall require the joint signature of at least two (2) Authorized Signatories or the prior written approval of the Board of Directors.

3. RATIFICATION: All Instruments previously executed by the Authorized Signatories on behalf of the Company prior to the Effective Date are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.

4. TERM & TERMINATION: This authorization shall remain in full force and effect until such time as the Board of Directors revokes, amends, or modifies this resolution by a subsequent written resolution, or until the individual’s employment or relationship with the Company is terminated.

5. RELIANCE: Any third party dealing with the Company may rely upon the signature of the Authorized Signatories as conclusive evidence of their authority to bind the Company, and the Company shall be fully bound by the actions of such signatories.

6. MISCELLANEOUS: This resolution shall be governed by the laws of [Governing Jurisdiction]. If any provision of this resolution is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect. This resolution may be executed in counterparts, each of which shall be deemed an original.

3. EXHIBIT A: AUTHORIZED SIGNATORIES

The following individuals are authorized to act on behalf of the Company:

1. Name: [Full Name], Title: [Title]
2. Name: [Full Name], Title: [Title]

4. EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Certified by the Secretary of the Board:

Signature: _____________________________________ Printed Name: [Name of Corporate Secretary] Title: Secretary Company: [Company Legal Name] Date: [Date]

ATTESTED BY:

Signature: _____________________________________ Printed Name: [Name of Chairperson/Director] Title: [Chairperson/Director] Date: [Date]

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation (Word/Docs): Use the "Find & Replace" function (Ctrl+H) to update all bracketed fields (e.g., [Company Full Legal Name], [Amount in USD]). Ensure the dollar threshold aligns with your internal Delegation of Authority (DOA) policy.
2. Verify Authority: Before finalizing, verify that the individuals listed in Exhibit A are current employees/officers per the Company’s Bylaws. Ensure the "Corporate Secretary" signing is the person currently on record with the state/registry.
3. Board Approval: This document must be presented during a formal Board meeting or via a Unanimous Written Consent (UWC). Ensure the meeting minutes reflect the adoption of this specific resolution.
4. Digital Execution:
   • Upload the finalized PDF to a secure platform (DocuSign, Adobe Sign, or HelloSign).
   • Set the signing order: First, the Corporate Secretary; Second, the Chairperson/Director.
   • Enable "Audit Trail" and "Certificate of Completion" to ensure the document is admissible in court.
5. Record Retention:
   • Minute Book: File the original signed resolution (including the audit trail) in the Corporate Minute Book.
   • Registry: If required by your jurisdiction, file a certified copy with the Secretary of State or equivalent corporate registry.
   • Third-Party Disclosure: Keep a "Certified Copy" of this resolution available to provide to banks, landlords, or major vendors who require proof of signatory authority before executing high-value contracts.