An Authorized Signatory Board Resolution is a crucial corporate governance document used when a company needs to formally authorize individuals to act as signatories on behalf of the organization. Under Austrian law, this document is particularly important as it must comply with specific requirements of the Austrian Commercial Code (UGB) and corporate legislation. The resolution specifies who can legally bind the company, the extent of their authority, and whether they must act jointly or can act individually. This document is essential for registration with the Commercial Register (Firmenbuch) and is commonly required by banks, business partners, and regulatory authorities as evidence of proper authorization. The resolution should be detailed enough to clearly define the scope of authority while remaining flexible enough to facilitate efficient business operations.
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1. Company Details: Full legal name of the company, registration number, registered office address, and type of legal entity (AG or GmbH)
2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice and quorum
3. Board Members Present: List of board members in attendance, including their roles
4. Resolution Context: Brief explanation of the need for appointing authorized signatories
5. Appointment Resolution: Formal resolution text appointing the authorized signatories
6. Signatory Details: Full names, dates of birth, and addresses of appointed authorized signatories
7. Scope of Authority: Detailed description of signing powers, including any limitations or restrictions
8. Signing Requirements: Specification of joint or individual signing authority
9. Effective Date: When the signatory powers become effective
10. Certification: Formal certification of the resolution by the appropriate corporate officers
1. Revocation of Previous Powers: Include when replacing existing authorized signatories to explicitly revoke previous authorities
2. Territorial Limitations: Include when signatory powers are limited to specific geographical regions or jurisdictions
3. Transaction Value Limits: Include when imposing monetary limits on the signatory authority
4. Special Powers: Include when granting specific additional powers beyond standard signatory authority
5. Duration of Authority: Include when the signatory power is time-limited rather than indefinite
1. Specimen Signatures: Official specimen signatures of all appointed authorized signatories
2. Identification Documents: Copies of official identification documents of appointed signatories
3. Corporate Registry Extract: Current extract from the commercial register showing company details
4. Previous Board Resolutions: If referenced, copies of relevant previous board resolutions regarding signatory powers
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