The Authorized Signatory Board Resolution is a critical corporate governance document used when a company needs to formally delegate signing authority to specific individuals. This resolution, governed by U.S. corporate law, serves as official evidence of the board's approval and defines the scope of authority granted to each signatory. It typically includes details about transaction limits, types of documents that can be signed, and any specific restrictions. The resolution is particularly important for banking relationships, regulatory compliance, and major business transactions, and must align with the company's bylaws and applicable state corporation laws.
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1. Title and Date: Official title of the resolution and date of board meeting
2. Company Information: Legal name and registration details of the company
3. Recitals: Background information explaining why the resolution is needed
4. Resolution Statement: The actual resolution being passed by the board
5. Authorization Details: Specific powers being granted and to whom
6. Certification: Secretary's certification of the resolution's validity
1. Limitations of Authority: Specific restrictions on the authorization - used when the board wants to place specific limits on the signatory's powers
2. Term of Authorization: Duration of the authorization - used when the authorization is temporary or has an expiration date
3. Multiple Signatory Requirements: Rules for joint signatures - used when multiple signatures are required for certain transactions
1. Specimen Signatures: Sample signatures of authorized individuals
2. Authorization Matrix: Table showing different levels of signing authority and corresponding transaction limits
3. List of Authorized Accounts: Specific accounts or facilities covered by the authorization
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