The Corporate Certificate of Authority is a crucial governance document used in Australian business operations to formally delegate and evidence corporate authority. It is typically required when companies need to authorize specific individuals to act on their behalf in various capacities, such as executing contracts, operating bank accounts, or representing the company in legal matters. The document must comply with the Corporations Act 2001 and other relevant Australian legislation, and usually requires proper corporate approval through board resolutions or other appropriate governance mechanisms. A Corporate Certificate of Authority is particularly important in situations involving high-value transactions, banking relationships, or when dealing with foreign entities where formal proof of authority is required. The certificate helps manage risk by clearly defining the scope and limitations of delegated authority while providing third parties with confidence in dealing with company representatives.
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1. Company Details: Legal name of the company, ACN/ABN, registered office address
2. Meeting Details: Date, location, and type of meeting where the authority was granted (board meeting, shareholders meeting, etc.)
3. Declaration of Authority: Statement confirming the document is a true extract of company resolutions/decisions
4. Scope of Authority: Detailed description of the powers and authorities being granted
5. Authorized Persons: Names, positions, and identification details of persons granted authority
6. Duration and Limitations: Time period for which the authority is valid and any specific limitations
7. Execution Requirements: Specific requirements for how authorized persons may execute documents
8. Certification: Formal certification by company secretary or director, including date and signature
1. Special Conditions: Any special conditions or restrictions on the exercise of authority - include when specific limitations are required
2. Financial Limits: Specific monetary limits on authority - include when financial delegations are being granted
3. Foreign Requirements: Special requirements for foreign jurisdictions - include when certificate will be used internationally
4. Revocation Clause: Terms for revocation of previous authorities - include when replacing existing authorities
5. Corporate Seal Usage: Requirements for use of company seal - include when company uses a corporate seal
1. Schedule 1 - Authorized Persons Details: Detailed list of authorized persons including full names, positions, specimen signatures
2. Schedule 2 - Specific Powers: Detailed list of specific powers and authorities granted
3. Schedule 3 - Extract of Minutes: Relevant extract from board/shareholder meeting minutes granting the authority
4. Appendix A - Identification Documents: Copies of identification documents for authorized persons
5. Appendix B - Corporate Structure: Organization chart showing positions of authorized persons where relevant
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