The Corporate Authorization Resolution is a crucial document used by Swiss companies to formally delegate authority to specific individuals for conducting business operations. This document becomes necessary when establishing banking relationships, updating signatory rights, or modifying corporate representation powers. Under Swiss law, particularly the Code of Obligations and Banking Act, corporations must maintain clear documentation of authorized representatives and their powers. The resolution typically follows a board meeting or shareholders' decision and must be properly documented to be valid for banks, financial institutions, and other third parties. It serves as official evidence of the company's internal approval process and helps prevent unauthorized transactions while facilitating legitimate business operations.
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1. Corporate Information: Legal name of corporation, registration details, and registered office address
2. Meeting Details: Date, location, and type of meeting where resolution was adopted
3. Resolution Declaration: Statement that the resolution was duly adopted according to corporate bylaws and applicable law
4. Authorized Individuals: Names, titles, and identification details of persons being granted authority
5. Scope of Authority: Detailed description of powers and actions authorized individuals may take on behalf of the corporation
6. Signing Authority: Specification of signing requirements (individual/joint) and transaction limits
7. Banking Relationships: Authorization for dealing with specific banks and financial institutions
8. Certification: Secretary or appropriate officer's certification of the resolution's validity
9. Effective Date: When the authorizations become effective and duration of validity
1. Digital Banking Authorization: Additional provisions for online banking access and digital transaction authority
2. Foreign Operations: Special provisions for international banking relationships and foreign currency transactions
3. Specific Transaction Authority: Authorization for specific types of transactions or deals requiring special approval
4. Revocation of Prior Authorizations: Section explicitly revoking previous authorizations when needed
5. Delegation Authority: Provisions allowing authorized individuals to delegate certain powers to others
1. Schedule A - Authorized Signatories: Detailed list of authorized individuals with specimen signatures and specific powers
2. Schedule B - Transaction Limits: Matrix of transaction types and corresponding monetary limits for different authority levels
3. Schedule C - Affected Accounts: List of specific bank accounts covered by the resolution
4. Appendix 1 - Identity Documentation: Copies of identification documents for authorized individuals
5. Appendix 2 - Corporate Registry Extract: Recent extract from the commercial register confirming corporate status and authority
6. Appendix 3 - Board Meeting Minutes: Extract or copy of the meeting minutes where the resolution was adopted
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