An Authorised Signatory Board Resolution is a crucial corporate governance document used when a company needs to formally delegate signing authority to specific individuals. This document is particularly important in the Canadian business context, where both federal and provincial corporate laws require clear documentation of such delegations. The resolution is typically needed when new officers are appointed, when signing authorities need to be updated, or when establishing new banking or business relationships. It details who can sign what types of documents, any financial limits on their authority, and whether joint signatures are required. The document must comply with various Canadian legislative requirements, including the Canada Business Corporations Act or provincial equivalents, and often needs to be presented to banks, government agencies, and other business partners as evidence of proper authorization.
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1. Company Information: Legal name of the corporation, registration number, and registered office address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Recitals: Background information establishing the board's authority and the need for the resolution
4. Resolution Declaration: Formal statement that the board has resolved to authorize certain individuals
5. Scope of Authority: Clear definition of the signing powers being granted (e.g., banking, contracts, specific transaction types)
6. Authorized Persons: Names and positions of individuals being granted signing authority
7. Signing Requirements: Rules for how signatures must be executed (e.g., single/joint signatures, threshold amounts)
8. Certification: Statement certifying that the resolution was duly passed by the board
9. Attestation: Signature of the corporate secretary or appropriate officer attesting to the resolution's validity
1. Prior Authorizations: Section revoking or modifying previous signing authorities, used when replacing existing arrangements
2. Digital Signatures: Specific provisions for electronic or digital signature usage, needed when electronic signing is permitted
3. Jurisdictional Requirements: Additional provisions required for multiple jurisdictions or specific regulatory requirements
4. Term and Review: Specific duration of the authorization and review requirements, if not permanent
5. Special Conditions: Any special conditions or restrictions on the signing authority
6. Emergency Provisions: Alternate signing arrangements in case of unavailability of primary signatories
1. Schedule A - Authorized Signatories List: Detailed list of authorized persons with their full names, titles, specimen signatures, and any specific limitations
2. Schedule B - Signing Authority Matrix: Matrix showing different transaction types, threshold amounts, and required signature combinations
3. Schedule C - Specific Powers: Detailed description of specific powers granted to each authorized signatory
4. Appendix 1 - Supporting Documents: Copies of identification documents and position verification for each authorized signatory
5. Appendix 2 - Corporate Registry Verification: Proof of current corporate status and director appointments
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Manufacturing
Retail
Technology
Healthcare
Real Estate
Energy
Transportation
Professional Services
Non-Profit Organizations
Education
Construction
Mining
Telecommunications
Relevant Teams
Legal
Finance
Corporate Governance
Treasury
Compliance
Risk Management
Executive Office
Board Secretariat
Corporate Affairs
Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Managing Director
Board Director
Company Secretary
Finance Director
Treasury Manager
Vice President
Department Head
Operations Director
Regional Manager
Compliance Officer
Legal Counsel
Banking Relationship Manager
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