A Board Resolution for Signing Authority is a crucial corporate governance document used when an organization needs to formally delegate signing powers to specific individuals. Under U.S. corporate law, this resolution is typically required by banks, vendors, and other third parties as evidence that the person signing has the legal authority to bind the organization. The document includes details about who has authority, the scope of their authority, any limitations, and often requires certification by the corporate secretary. It's particularly important for compliance with state corporate laws and banking regulations.
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1. Title and Date: Formal title of resolution and date of board meeting
2. Preamble: Company details and meeting information
3. Recitals: Background information and purpose of the resolution
4. Resolution Statement: The formal decision being made regarding signing authority
5. Authorization Details: Specific powers being granted and to whom
6. Certification: Statement certifying the resolution's validity
1. Limitations: Specific restrictions on signing authority, used when authority needs to be limited
2. Multiple Signature Requirements: Requirements for joint signatures for transactions above certain thresholds
3. Term of Authority: Duration of the granted authority when temporary or requiring periodic review
1. Schedule A - Authorized Signatories: List of individuals granted signing authority with their titles and specimen signatures
2. Schedule B - Transaction Limits: Detailed breakdown of monetary limits and transaction types for different signatories
3. Schedule C - Affected Accounts: List of specific bank accounts or financial instruments covered by the resolution
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