A Board Resolution For Signing Authority is a crucial corporate governance document used in Nigerian businesses to formally delegate signing powers to specific individuals within the organization. This document becomes necessary when a company needs to authorize officers or employees to execute documents, enter into contracts, operate bank accounts, or conduct other transactions on behalf of the company. Under Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, such delegations must be properly documented through board resolutions. The resolution typically specifies who can sign what types of documents, any monetary limits, required signature combinations, and the scope of authority. It's commonly required by banks, regulatory bodies, and business partners as evidence of proper authorization and is an essential tool for ensuring smooth business operations while maintaining proper corporate governance and internal controls.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Company Details: Full legal name of the company, registration number, and registered address
3. Preamble: Statement confirming the meeting was properly convened and quorum was present
4. Background: Brief context explaining the need for the signing authority resolution
5. Attendance: List of directors present and absent at the meeting
6. Resolution Statement: The main resolution text using the words 'RESOLVED THAT'
7. Authorized Signatories: Clear identification of individuals being granted signing authority
8. Scope of Authority: Detailed description of the types of documents and transactions covered
9. Signing Requirements: Specification of signing combinations and any monetary limits
10. Certification: Statement certifying the resolution as true and accurate
11. Signatures: Space for Chairman and Company Secretary signatures
1. Supersession Clause: Section revoking previous signing authorities, used when replacing existing authorizations
2. Duration: Specific time period for the authority, if not indefinite
3. Digital Signature Authorization: Include when authorizing use of electronic or digital signatures
4. Geographic Limitations: Used when authority is limited to specific regions or jurisdictions
5. Special Conditions: Any specific conditions or restrictions on the exercise of authority
6. Reporting Requirements: When specific reporting of signed documents is required to the board
1. Schedule A - Authorized Signatory Details: Detailed information about each authorized signatory including position and specimen signature
2. Schedule B - Transaction Limits: Table of monetary limits and required signature combinations for different transaction types
3. Schedule C - Document Categories: List of specific document types covered by the authorization
4. Appendix 1 - Specimen Signatures: Original specimen signatures of all authorized signatories
5. Appendix 2 - Corporate Seal: Impression of the corporate seal if required for certain documents
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Manufacturing
Oil and Gas
Telecommunications
Real Estate
Construction
Retail
Healthcare
Technology
Transportation and Logistics
Agriculture
Mining
Education
Professional Services
Energy
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Treasury
Corporate Governance
Executive Management
Board Secretariat
Administrative Services
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Company Secretary
Finance Director
General Manager
Head of Legal
Chief Operating Officer
Regional Manager
Branch Manager
Treasury Manager
Corporate Services Manager
Legal Counsel
Board Chairman
Non-Executive Director
Chief Risk Officer
Compliance Officer
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