A Board Resolution For Signing Authority is a crucial corporate governance document used when a company needs to formally delegate signing powers to specific individuals. Under Dutch law, this resolution must comply with Book 2 of the Dutch Civil Code and be properly registered with the Chamber of Commerce (KVK). The document is typically needed when appointing new directors, changing authorized signatories, modifying signing limits, or establishing new signing procedures. It includes specific details about who can sign what types of documents, any monetary thresholds, whether joint signatures are required, and the scope of authority. This resolution is particularly important in the Netherlands due to strict corporate governance requirements and the need for transparent registration of authorized representatives in the Commercial Register.
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1. Header Information: Company name, registration number, date and location of the meeting
2. Attendance: List of board members present and absent, confirmation of quorum
3. Opening: Declaration that the meeting is properly constituted and can make valid decisions
4. Background: Brief context explaining why the signing authority is being granted or modified
5. Decisions: Clear statement of the board's resolution regarding signing authority, including names, positions, and scope of authority
6. Limitations: Any monetary or transactional limits on the signing authority
7. Duration: Period for which the signing authority is valid
8. Registration: Authorization to register the changes with the Dutch Chamber of Commerce
9. Closing: Formal closing of the resolution, including date and signatures of board members
1. Recitals: Additional background information when complex circumstances need to be documented
2. Revocation of Previous Authority: Section explicitly revoking previous signing authorities when replacing existing arrangements
3. Special Conditions: Any special conditions or circumstances under which the signing authority may be exercised or restricted
4. Internal Procedures: Reference to internal company procedures that must be followed when exercising signing authority
5. Delegation Powers: Whether and how the authorized persons may delegate their authority to others
1. Schedule A - Authorized Persons Details: Detailed information about each person granted signing authority, including full name, date of birth, position, and specimen signature
2. Schedule B - Scope of Authority Matrix: Detailed matrix showing different transaction types and corresponding authority limits for each authorized person
3. Schedule C - KVK Registration Forms: Pre-filled forms required for Dutch Chamber of Commerce registration
4. Appendix 1 - Supporting Documents: Copies of identification documents of authorized persons and other relevant supporting documentation
5. Appendix 2 - Relevant Articles of Association: Extract of relevant sections from the company's Articles of Association regarding representation and signing authority
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