A Corporate Resolution Signing Authority is a crucial governance document required when a Nigerian company needs to formally delegate signing powers to specific individuals. This document is typically needed when opening bank accounts, executing major contracts, or establishing new business relationships. The resolution must conform to the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian regulations. It specifies who can sign what documents, includes any monetary limits, determines whether joint or single signatures are required, and may include special conditions or restrictions. The document is essential for risk management and operational efficiency, providing clear evidence of authority to third parties and helping prevent unauthorized transactions.
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1. Company Information: Legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location, and type of meeting (Board/Shareholder)
3. Attendance and Quorum: List of directors present and confirmation of meeting quorum
4. Recitals: Background information establishing the need for the resolution and confirming board authority
5. Resolution Statement: Formal declaration that the resolution has been passed
6. Authorization Details: Specific powers being granted, including transaction limits and scope of authority
7. Authorized Signatories: Names and details of individuals being granted signing authority
8. Signing Requirements: Requirements for valid execution (e.g., single/joint signatures, thresholds)
9. Certification: Statement certifying the resolution as true and accurate
10. Execution: Signature blocks for relevant officers (e.g., Chairman, Company Secretary)
1. Revocation of Previous Authorities: Section revoking previous signing authorities, used when replacing existing arrangements
2. Special Conditions: Any special conditions or restrictions on the signing authority, used when specific limitations are needed
3. Digital Authorization: Provisions for electronic signatures and digital platforms, used when electronic execution is permitted
4. Territorial Limitations: Geographic restrictions on signing authority, used for companies with multiple jurisdictions
5. Duration of Authority: Specific time limits on the authority, used when the power is temporary
1. Schedule 1 - Authorized Persons Details: Detailed information about authorized signatories including full names, positions, and specimen signatures
2. Schedule 2 - Transaction Limits: Detailed breakdown of transaction limits and approval thresholds for different types of transactions
3. Schedule 3 - Specific Powers: Comprehensive list of specific powers and authorities granted
4. Appendix A - Board Meeting Minutes Extract: Extract from board meeting minutes confirming the resolution
5. Appendix B - Company ID Documents: Copies of relevant company registration documents and IDs of authorized signatories
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Manufacturing
Oil and Gas
Telecommunications
Real Estate
Retail and Consumer Goods
Technology
Healthcare
Construction
Professional Services
Agriculture
Mining
Transportation and Logistics
Education
Energy
Relevant Teams
Legal
Compliance
Finance
Corporate Secretariat
Risk Management
Treasury
Operations
Corporate Governance
Administrative Services
Executive Management
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Company Secretary
Legal Counsel
Compliance Officer
Finance Manager
Branch Manager
Department Head
Regional Director
Country Manager
Treasury Manager
Operations Director
Board Chairman
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