The Board Resolution To Sign Agreement is a crucial corporate governance document required under Indonesian law when a company needs to formally authorize individuals to execute agreements on its behalf. This document is typically used when entering into significant commercial arrangements, property transactions, financing agreements, or other material contracts where formal board approval is required by law or company policy. The resolution must comply with Law No. 40 of 2007 on Limited Liability Companies and the company's Articles of Association, often requiring specific formatting, language requirements (Indonesian or bilingual), and potentially notarization for certain types of transactions. It serves as evidence of proper corporate authorization and protects both the company and counterparties by clearly documenting the scope and limitations of signing authority.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name, registration number, and registered address of the company
3. Attendance and Quorum: List of board members present and confirmation that quorum requirements are met
4. Background: Brief context about the agreement to be signed and why board authorization is needed
5. Considerations: Key factors considered by the board in making the decision
6. Resolution Statements: The formal decisions made by the board, including authorization to sign the agreement
7. Authorized Signatories: Names and positions of persons authorized to sign the agreement
8. Scope of Authority: Specific powers granted to the authorized signatories
9. Execution: Signature block for board members to sign the resolution
1. Special Conditions: Any specific conditions or limitations on the signing authority, used when there are restrictions to be noted
2. Related Resolutions: Reference to previous or related board resolutions, included when there are connected decisions
3. Legal Opinion Reference: Reference to any legal opinions obtained, included when complex legal matters are involved
4. Regulatory Compliance: Specific mentions of regulatory requirements, included when dealing with regulated industries or activities
5. Duration of Authority: Time limit for the authorization, included when the authority is not indefinite
1. Schedule A - Agreement Details: Summary or copy of the agreement to be signed
2. Schedule B - Signatory Information: Detailed information about authorized signatories including specimen signatures
3. Schedule C - Corporate Documents: Copies of relevant corporate documents supporting the authority (e.g., Articles of Association excerpts)
4. Schedule D - Power of Attorney: If required, formal power of attorney document for designated signatories
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