Authorised Signatory Resolution Template for Switzerland

An Authorised Signatory Resolution is a fundamental corporate governance document that formally establishes who has the legal authority to sign contracts, execute documents, and represent your Swiss company in business transactions. Under Swiss corporate law, this resolution serves as the official mechanism for granting, modifying, or revoking signing powers within your organization, ensuring clear accountability and legal compliance.

When do you need this document?

You'll need an Authorised Signatory Resolution whenever your company undergoes changes in its signing authority structure. This includes appointing new board members or executives with signing powers, promoting employees to positions requiring contract execution authority, or establishing specific signing limits for different organizational levels. The document becomes essential when opening new bank accounts, as financial institutions require proof of authorized signatories. You'll also need it when entering into significant commercial relationships, as business partners often request verification of signing authority before executing major contracts. Additionally, this resolution is required when revoking previous authorizations due to employee departures, role changes, or corporate restructuring.

Key legal considerations

The resolution must clearly specify the scope and limitations of each signatory's authority, including monetary thresholds, types of transactions, and whether signatures must be individual or collective. You should carefully consider whether to grant unlimited signing authority or impose specific restrictions based on transaction value or type. The document must identify all parties involved, including existing signatories whose powers may be affected. It's crucial to address the relationship between new and existing authorities, specifying whether previous authorizations remain valid or are being superseded. The resolution should also establish effective dates and any conditions precedent for the authorization to take effect.

Legal requirements in Switzerland

Under the Swiss Code of Obligations (Articles 458-465 and 718-720), your Authorised Signatory Resolution must comply with specific formal requirements and registration procedures. The document typically requires approval by your company's governing body, whether the Board of Directors or shareholders, depending on your corporate structure and articles of incorporation. Swiss law mandates that authorized signatories must be registered with the Commercial Registry to be legally effective against third parties, which involves submitting the resolution along with required supporting documentation. The Commercial Register Ordinance (HRegV, Articles 17-23) specifies verification procedures and documentation requirements for this registration process. Depending on the scope of authority granted, the resolution may require notarization, particularly for significant powers or when required by your company's articles. You must also ensure the resolution complies with any existing shareholders' agreements or corporate governance policies that may impose additional requirements on signatory appointments.