Company Resolution For Authorised Signatory Template for the United States

A Company Resolution For Authorised Signatory is a formal board resolution that grants specific individuals the legal authority to sign documents and conduct business on behalf of your company. This document serves as official proof that your board of directors has approved the delegation of signing authority and is essential for maintaining proper corporate governance under United States law.

When do you need this document?

You'll need this resolution whenever you want to authorize someone other than existing officers to sign important documents for your company. Banks require this resolution when opening business accounts or establishing credit facilities to verify who can legally bind the corporation. Government agencies often request this document during contract negotiations or compliance audits to confirm authorized representatives. You'll also need it when appointing new executives, delegating authority to employees for specific transactions, or when existing authorized signatories leave the company. Many business partners and vendors require this documentation before entering into significant contracts or agreements.

Key legal considerations

The resolution must clearly define the scope and limitations of the granted authority to avoid potential legal disputes or unauthorized actions. You should specify whether the authorization covers general business operations, specific transaction types, or dollar amount limits to protect your company's interests. The document must include proper board approval procedures, including quorum requirements and voting records as outlined in your company bylaws. Consider including expiration dates or review periods for the authorization to maintain control over signing authority. The resolution should also address whether the authorized signatory can act independently or requires co-signatures for certain transactions, particularly those involving significant financial commitments.

Legal requirements in United States

Under United States corporate law, the resolution must comply with your state's specific corporate governance requirements and your company's articles of incorporation and bylaws. Most states require that the resolution be properly documented in corporate records and signed by authorized board members or corporate officers. The document must include the company's full legal name, registration details, and official corporate seal where required by state law. Federal banking regulations under the Bank Secrecy Act and Anti-Money Laundering requirements may impose additional documentation standards for financial institutions. Public companies must also ensure compliance with Sarbanes-Oxley Act requirements regarding internal controls and authorization procedures. The resolution should be notarized in states that require notarization for corporate resolutions and maintained in your corporate records as required by state corporate laws and the Model Business Corporation Act provisions adopted in your jurisdiction.