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Authorized Signatory Resolution for the United States

Authorized Signatory Resolution Template for United States

An Authorized Signatory Resolution is a formal corporate document that designates specific individuals to sign documents and enter into binding agreements on behalf of a corporation or organization. Under U.S. corporate law, this document serves as official evidence of the authority granted by the board of directors or governing body to specific individuals to execute documents, contracts, and financial instruments on the organization's behalf.

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Authorized Signatory Resolution

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What is a Authorized Signatory Resolution?

An Authorized Signatory Resolution is essential when a corporation needs to formally delegate signing authority to specific individuals. This document is particularly crucial for compliance with U.S. banking regulations, corporate governance requirements, and state-specific business laws. The resolution typically specifies who can sign what types of documents, the scope of their authority, and any limitations or conditions attached to this authority. It's commonly required by banks, government agencies, and business partners as proof of an individual's authority to act on behalf of the organization.

What sections should be included in a Authorized Signatory Resolution?

1. Title and Date: Corporate resolution number, date, and company identification

2. Recitals: Statement of the company's authority to pass the resolution and relevant background information

3. Resolution Statement: Clear statement of who is being authorized to sign what documents

4. Scope of Authority: Specific powers and limitations of the authorized signatory

5. Certification: Authentication by corporate secretary or other authorized officer

What sections are optional to include in a Authorized Signatory Resolution?

1. Banking Powers: Specific banking-related authorities and transaction limits for the authorized signatory

2. Digital Authorization: Specific provisions for electronic signature permissions and platforms

3. Term of Authority: Specific duration or time limits of the signing authority if not permanent

What schedules should be included in a Authorized Signatory Resolution?

1. Specimen Signatures: Sample signatures of all authorized individuals

2. List of Authorized Documents: Comprehensive list of specific documents the signatory is authorized to execute

3. Corporate Secretary Certificate: Additional certification confirming the resolution's validity and compliance with company bylaws

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Relevant legal definitions













Clauses













Industries

State Corporate Laws: State-specific corporation codes, LLC acts, and partnership laws that vary by jurisdiction and business entity type. These laws establish the fundamental requirements for corporate authority and governance.

Federal Banking Regulations: Including Bank Secrecy Act, USA PATRIOT Act requirements, and Federal Reserve Board regulations regarding banking signatures. These regulations govern financial institution requirements for authorized signatories.

Corporate Governance Requirements: Including Sarbanes-Oxley Act (for public companies), state-specific corporate governance requirements, and compliance with company's own bylaws and articles of incorporation.

Securities Laws: Securities Exchange Act requirements and SEC regulations regarding authorized signatures, particularly relevant for publicly traded companies and securities transactions.

Agency Law: State-specific agency laws governing scope of authority principles and apparent authority doctrine, which determine the legal basis for authorized signatories to act on behalf of the organization.

Uniform Commercial Code: Particularly Articles 3 (Negotiable Instruments) and 4 (Bank Deposits and Collections), which govern commercial transactions and banking relationships.

Electronic Signature Laws: Electronic Signatures in Global and National Commerce Act (E-SIGN) and Uniform Electronic Transactions Act (UETA), governing the validity and use of electronic signatures.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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