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Board Resolution For Signing Authority

Board Resolution For Signing Authority Template for Australia

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Key Requirements PROMPT example:

Board Resolution For Signing Authority

"I need a Board Resolution for Signing Authority for our Australian technology startup, authorizing our new CFO and COO as Group A signatories with authorization limits of up to AUD 500,000, while maintaining our CEO's unlimited signing authority."

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Document background
A Board Resolution For Signing Authority is a crucial governance document used by Australian companies to formally delegate authority for signing corporate documents and entering into binding agreements. This resolution is typically required when establishing new signing arrangements, updating existing authorities, or responding to changes in corporate structure or personnel. It must comply with the Corporations Act 2001 (Cth) and relevant state legislation, and is often requested by banks, government agencies, and business partners as proof of authority. The document includes specific details about authorized signatories, scope of authority, monetary limits, and authentication requirements, making it essential for effective corporate governance and risk management.
Suggested Sections

1. Header and Company Details: Company name, ACN/ABN, registered office address, and date of resolution

2. Meeting Details: Type of meeting, date, time, location, and confirmation of quorum

3. Present Directors: List of directors present at the meeting and any apologies

4. Chairperson: Identification of the meeting's chairperson

5. Background: Brief context explaining why the signing authority is being granted

6. Resolutions: The formal resolutions detailing who is authorized to sign what documents

7. Execution Limits: Monetary or transaction type limits for different signatories

8. Authentication Requirements: Requirements for dual signatures, seal usage, or other authentication methods

9. Certification: Statement certifying that the resolution was passed in accordance with the company's constitution

10. Signatures: Space for chairman's signature and date

Optional Sections

1. Revocation of Previous Authorities: Section revoking previous signing authorities, used when replacing existing arrangements

2. Foreign Operations: Special provisions for international operations and foreign document execution

3. Digital Signing Provisions: Specific authorization for electronic/digital signatures, used when company conducts business electronically

4. Specific Project Authorization: Used when signing authority is being granted for a specific project or transaction

5. Branch/Office Specific Authorities: Used when different authorities are needed for different office locations

6. Temporary Provisions: Used when the authority is time-limited or temporary

Suggested Schedules

1. Schedule A - Authorized Signatories: Detailed list of authorized persons, their positions, and specimen signatures

2. Schedule B - Document Categories: Categories of documents and corresponding authorization requirements

3. Schedule C - Monetary Limits: Detailed breakdown of monetary limits for different types of transactions and signatories

4. Appendix 1 - Supporting Documents: Copies of relevant supporting documentation (e.g., power of attorney, delegation instruments)

5. Appendix 2 - Company Extract: Current ASIC company extract confirming director details

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Healthcare

Manufacturing

Retail

Technology

Mining

Construction

Professional Services

Education

Non-Profit

Real Estate

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Risk Management

Treasury

Company Secretariat

Board Administration

Internal Audit

Executive Office

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Chief Operating Officer

Finance Director

General Counsel

Legal Director

Board Director

Executive Director

Non-Executive Director

Regional Director

Department Head

Branch Manager

Treasury Manager

Compliance Officer

Risk Manager

Corporate Governance Manager

Industries
Corporations Act 2001 (Cth): The primary federal legislation governing companies in Australia, particularly sections 127-129 regarding execution of documents and company officers' powers
Electronic Transactions Act 1999 (Cth): Governs the legality and validity of electronic signatures and electronic execution of documents
Australian Securities and Investments Commission Act 2001: Relevant for understanding ASIC's regulatory requirements regarding company officers and their authorities
State Electronic Transactions Acts: State-specific legislation governing electronic transactions and signatures (varies by state)
Common Law Principles on Agency and Authority: Common law principles regarding delegation of authority and agency relationships in corporate contexts
Foreign Corporations (Application of Laws) Act 1989: Relevant if the resolution involves international business operations or foreign company registration
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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