Resolution Of Authority Template for England and Wales

When your company needs to delegate specific powers to employees, officers, or third parties, a Resolution of Authority provides the formal legal framework required under England and Wales corporate law. This document ensures that delegated authority is properly documented, legally compliant, and clearly defined to protect both your company and the authorized individuals.

When do you need this document?

You'll need a Resolution of Authority whenever your board of directors decides to grant specific powers to individuals who aren't directors themselves. This commonly occurs when appointing a new company secretary with signing authority, authorizing managers to enter contracts up to certain values, or delegating financial authority to accounting personnel. The document is also essential when establishing power of attorney arrangements, authorizing representatives to deal with banks or regulatory bodies, or when setting up operational authority for subsidiary management. Additionally, you'll need this resolution when compliance requirements demand formal documentation of who can act on behalf of your company in specific circumstances.

Key legal considerations

The scope of authority clause requires careful drafting to avoid unintended consequences or ultra vires actions. You must clearly define the extent and limitations of the delegated powers, including monetary limits, duration of authority, and specific circumstances where the authority applies. Consider including termination conditions and requirements for regular review of the authority granted. The resolution should align with your company's Articles of Association and not conflict with existing director duties or statutory requirements. It's crucial to ensure that the authorized persons have the legal capacity to exercise the delegated powers and understand their responsibilities. You should also consider indemnity arrangements and insurance coverage for authorized persons acting within their delegated authority.

Legal requirements in England and Wales

Under the Companies Act 2006, particularly sections 170-177 covering director powers, your resolution must comply with statutory requirements for corporate decision-making. The resolution should be passed in accordance with your company's Articles of Association, typically requiring a board meeting with proper notice and quorum. You must maintain the resolution in your company's records as part of your statutory books, and it may need to be filed with Companies House depending on the nature of the authority granted. The Mental Capacity Act 2005 requirements apply when assessing whether authorized individuals have the legal capacity to exercise their delegated powers. If the authority involves regulated financial activities, you must ensure compliance with the Financial Services and Markets Act 2000. The resolution should be signed by the appropriate directors and company secretary, with witness signatures where required by your Articles of Association.