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Board Resolution Authorising Director To Sign Agreement for the United Kingdom

Board Resolution Authorising Director To Sign Agreement Template for England and Wales

A Board Resolution Authorising Director To Sign Agreement is a formal document under English and Welsh law that records the board's decision to delegate authority to a specific director to execute an agreement on behalf of the company. It serves as evidence of proper corporate authorization and compliance with internal governance requirements, protecting both the company and third parties relying on the director's authority.

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Board Resolution Authorising Director To Sign Agreement

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What is a Board Resolution Authorising Director To Sign Agreement?

A Board Resolution Authorising Director To Sign Agreement is a crucial governance document required when a company needs to formally delegate signing authority to a specific director. Under English and Welsh law, this resolution provides clear evidence that the board has properly authorized the director to act on the company's behalf, protecting all parties involved in the transaction. The resolution typically includes details of the agreement to be signed, the scope of authority granted, and any conditions attached to the authorization. It's particularly important for significant contracts or when counterparties require proof of proper corporate authorization.

What sections should be included in a Board Resolution Authorising Director To Sign Agreement?

1. Title and Date: Company name, meeting date, and resolution type

2. Attendance Record: List of directors present and confirmation of quorum

3. Background: Context of the agreement requiring authorization

4. Resolution Statement: Specific authorization being granted to the director

5. Authentication: Chairman's signature and date

What sections are optional to include in a Board Resolution Authorising Director To Sign Agreement?

1. Recitals: Additional context about the agreement or authorization, used when complex background exists

2. Conditions: Any conditions attached to the authorization, used when specific limitations apply

3. Additional Powers: Further authorizations granted, used when multiple powers are being delegated

What schedules should be included in a Board Resolution Authorising Director To Sign Agreement?

1. Copy of Agreement: Draft or final version of the agreement being authorized

2. Meeting Minutes: Full minutes of the board meeting where resolution was passed

3. Delegation Matrix: If applicable, showing scope of delegated authority

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions










Clauses










Industries

Companies Act 2006 - Directors' Duties: Sections 170-177 of the Companies Act 2006 outlining fundamental duties of directors including duty to act within powers, promote company success, exercise independent judgment, and avoid conflicts of interest

Companies Act 2006 - Director Powers: Section 40 governing directors' power to bind the company and Sections 250-251 defining directors and shadow directors

Model Articles of Association: Standard regulations covering directors' general authority, decision-making processes, quorum requirements for board meetings, and requirements for recording board decisions

Company's Articles of Association: Company-specific provisions regarding board meeting procedures, delegation of authority, signing requirements, and reserved matters

Corporate Governance Code: Best practice guidelines for board decision-making and documentation requirements (where applicable to the company)

Common Law Principles: Established legal principles including the indoor management rule (Royal British Bank v Turquand), authority and agency principles, and concepts of actual and apparent authority

Company Constitutional Documents: Additional company-specific requirements or restrictions found in shareholders' agreements, company constitution, and internal governance policies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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