Corporate Authorization Resolution Template for Switzerland
Generate a bespoke document
What is a Corporate Authorization Resolution?
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.
Trusted by high-performance teams
About the Corporate Authorization Resolution
When your Swiss corporation needs to grant specific business authority to individuals, you require a Corporate Authorization Resolution. This formal document establishes clear legal authority for designated persons to act on behalf of your company in various business transactions and operations.
When do you need this document?
You need a Corporate Authorization Resolution when opening new bank accounts, as Swiss financial institutions require documented proof of signatory authority under the Federal Banking Act. This document is also essential when appointing new corporate officers with signing rights, updating existing authority levels, or establishing relationships with new business partners. If you're registering authority changes with the Commercial Register, this resolution provides the necessary documentation. Additionally, when entering significant contracts or conducting international business transactions, third parties often require this formal authorization proof.
Key legal considerations
Under Swiss law, your resolution must clearly define the scope of delegated authority to prevent disputes and unauthorized actions. The document should specify whether individuals can act independently or require joint signatures for certain transaction types or amounts. You must ensure the resolution complies with your company's articles of association and bylaws, as authority cannot exceed what's permitted in these governing documents. Consider including expiration dates or conditions for the authority, and ensure proper meeting documentation exists to support the resolution's validity. The resolution should also address liability limitations and specify which types of transactions fall outside the granted authority.
Legal requirements in Switzerland
Swiss Code of Obligations Articles 718-720 govern corporate representation rights and require that your resolution clearly establish the extent of signatory powers. Under Article 716, certain board duties cannot be delegated, so your resolution must respect these non-transferable responsibilities. The Commercial Register Ordinance requires proper documentation when registering new signatory rights, and your resolution must meet these formal requirements. For banking relationships, the Federal Banking Act mandates specific authorization documentation that your resolution must satisfy. Additionally, money laundering prevention laws require clear identification of authorized individuals and their powers. Your resolution should be notarized or properly certified according to Swiss civil law requirements for formal validity and third-party recognition.
GOVERNING LAW
Applicable law
This Corporate Authorization Resolution is drafted to comply with Switzerland law. Key legislation includes:
Swiss Code of Obligations (OR) Art. 716: Defines the non-transferable duties of the board of directors and their authority to delegate management
Swiss Federal Banking Act (Banking Act): Regulations governing relationships between corporations and banks, including requirements for corporate authorization documentation
Swiss Civil Code Art. 32-40: General provisions on power of attorney and authority of representation that supplement corporate law provisions
Commercial Register Ordinance (HRegV): Requirements for registration and documentation of corporate signing authority and representation rights
Federal Act on Combating Money Laundering (AMLA): Requirements for identifying and documenting authorized persons for corporate bank accounts and transactions
Swiss Code of Obligations (OR) Art. 934: Requirements for maintaining corporate records and documentation of corporate decisions
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it