What is a Board Resolution For General Authorisation?
A board resolution for general authorisation is a formal decision of a corporation's board of directors delegating authority to specified persons to act on the company's behalf. In Canada, corporations are governed by the Canada Business Corporations Act or the relevant provincial Business Corporations Act, both of which allow resolutions to be passed at meetings or by written consent. Banks, government agencies, and commercial counterparties routinely require a certified copy before recognising an officer's authority to bind the company.
About the Board Resolution For General Authorisation
When your board of directors needs to delegate authority to officers or employees to conduct business operations, you'll need a Board Resolution for General Authorization. This formal corporate document legally empowers specific individuals to act on behalf of your company within defined parameters, ensuring compliance with United States corporate law requirements.
When do you need this document?
You'll require this resolution when appointing new executive officers who need authority to sign contracts, opening or managing corporate bank accounts, authorizing employees to negotiate business deals, or establishing clear decision-making authority for daily operations. It's particularly essential for publicly traded companies subject to Sarbanes-Oxley Act requirements, which mandate clear internal controls and defined authorization procedures. Delaware corporations must ensure their resolutions align with the Delaware General Corporation Law, while companies in other states must follow their respective corporation statutes. The resolution is also necessary when granting authority for major transactions, establishing signature requirements for financial instruments, or when auditors require documentation of internal authorization procedures.
Key legal considerations
Your resolution must clearly define the scope and limitations of delegated authority to prevent unauthorized actions that could expose your company to liability. Include specific monetary limits, transaction types covered, and duration of the authorization to maintain proper corporate governance. For publicly traded companies, ensure compliance with Securities Exchange Act reporting requirements and Dodd-Frank Act governance standards. The resolution should reference your company's bylaws and articles of incorporation to confirm the board has authority to grant such permissions. Consider including provisions for revocation or modification of authority, and ensure proper documentation of the board meeting where the resolution was adopted, including quorum requirements and voting records.
Legal requirements in United States
Under United States corporate law, your board resolution must be properly adopted during a validly called board meeting with appropriate notice to all directors. Delaware corporations must follow Delaware General Corporation Law Section 141 requirements for board action, while other states have similar statutes governing board resolutions. The resolution must be documented in your corporate records and signed by the corporate secretary or other authorized officer. For publicly traded companies, certain authorizations may require disclosure under federal securities laws, particularly those involving executive compensation or material agreements. State corporation laws typically require that the resolution be consistent with your certificate of incorporation and bylaws, and some states mandate specific language for certain types of authorizations. Maintain the original resolution in your corporate minute book and provide certified copies to banks or other parties requiring proof of authorization.
Governing law
Applicable law
This Board Resolution For General Authorisation is drafted to comply with Canada law. Key legislation includes:
- Canada Business Corporations Act (RSC 1985, c C-44), ss 102-115: Sets out the powers and duties of directors, including the authority of the board to pass resolutions authorising corporate actions and delegating authority to officers.
- Business Corporations Act (Ontario) (RSO 1990, c B.16): Governs provincially incorporated Ontario corporations, including board resolutions, director meetings, and the delegation of authority to officers and agents.
- Business Corporations Act (British Columbia) (SBC 2002, c 57): Provides the framework for BC corporations, including director and officer authority, resolution requirements, and corporate signing authority.
- Corporate bylaws and articles of incorporation: Each corporation's own bylaws and articles establish quorum requirements, voting thresholds, and specific matters requiring board resolution, forming the contractual framework within which resolutions operate.
- Bank Act (SC 1991, c 46) and financial institution requirements: Banks and financial institutions in Canada typically require a certified copy of a board resolution before accepting new signing authorities or changes to accounts, making the resolution a practical prerequisite for banking relationships.
