The Authorized Signatory Board Resolution is a fundamental corporate governance document required under Philippine law to formally delegate signing authority within a corporation. This document is essential when companies need to designate officers or employees who can legally bind the organization in various transactions, from banking to contractual agreements. The resolution must comply with the Revised Corporation Code of the Philippines and often needs to be presented to banks, government agencies, and business partners as proof of authority. It typically includes detailed matrices of signing limits, combinations of required signatories for different transaction types, and may need to be updated whenever there are changes in authorized personnel or corporate policies. Financial institutions in the Philippines particularly require this document for opening accounts, applying for loans, or conducting significant financial transactions.
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1. Title and Corporate Details: Full legal name of the corporation, registration number, and registered address
2. Date and Venue: Date, time, and place of the board meeting where the resolution was passed
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Preamble: Statement indicating that this is a board resolution and referencing relevant corporate powers
5. Purpose: Clear statement of the purpose for designating authorized signatories
6. Resolution Statement: The main resolution text designating authorized signatories and their powers
7. Signing Authority Matrix: Detailed breakdown of signing limits and combinations of signatories required for different transaction types
8. Certification: Certification by the Corporate Secretary that the resolution was duly passed
9. Signatures: Signature block for the Chairman, Corporate Secretary, and other required signatories
1. Revocation of Previous Authorities: Section explicitly revoking previous signing authorities, used when replacing existing signatories
2. Digital/Electronic Signing Powers: Section authorizing digital signatures, used when company allows electronic signing
3. Specific Transaction Authorization: Used when the resolution is for a specific transaction or project rather than general signing authority
4. Branch/Division Specific Authority: Used for companies with multiple branches or divisions requiring different signing authorities
5. Foreign Currency Transaction Authority: Special provisions for foreign currency transactions, used for companies engaged in international business
1. Schedule A - Authorized Signatory List: Detailed list of authorized signatories with their positions, specimen signatures, and ID information
2. Schedule B - Transaction Limits Matrix: Detailed matrix showing transaction value limits and required signatory combinations
3. Schedule C - Specimen Signatures: Original specimen signatures of all authorized signatories
4. Appendix 1 - Supporting Documents: Copies of government IDs and other verification documents of authorized signatories
5. Appendix 2 - Corporate Documents: Relevant corporate documents such as SEC registration, articles of incorporation, or by-laws excerpts
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Insurance
Manufacturing
Retail and Consumer Goods
Real Estate and Property Development
Technology and Communications
Energy and Utilities
Healthcare and Pharmaceuticals
Transportation and Logistics
Professional Services
Education
Non-Profit Organizations
Construction and Engineering
Mining and Natural Resources
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Operations
Risk Management
Corporate Governance
Internal Audit
Administrative Services
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Board Director
Managing Director
Finance Manager
Treasury Manager
Legal Counsel
Compliance Officer
Branch Manager
Department Head
General Manager
Executive Director
Regional Manager
Operations Manager
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