Authorized Signatory Board Resolution Template for Indonesia

An Authorized Signatory Board Resolution is a formal corporate document that grants specific individuals the legal authority to sign documents and enter into agreements on behalf of your company. Under Indonesian law, this resolution serves as critical evidence of proper corporate authorization and helps protect your company from unauthorized transactions while ensuring compliance with Law No. 40 of 2007 on Limited Liability Companies.

When do you need this document?

You need an Authorized Signatory Board Resolution whenever your company requires formal delegation of signing authority to directors, officers, or other designated personnel. This typically occurs when establishing new banking relationships, as financial institutions require proof of who can authorize transactions on the company's behalf. The resolution is also essential when entering into significant contracts, real estate transactions, or any agreement that legally binds your company. Additionally, you'll need to create new resolutions when there are changes in your management structure, updates to signing limits, or modifications to the scope of authority granted to existing signatories.

Key legal considerations

Your resolution must clearly specify the scope and limitations of each authorized signatory's authority, including monetary limits and types of transactions they can approve. The document should reference your company's articles of association and identify the specific board meeting where the resolution was passed, including quorum confirmation. Consider including safeguards such as dual signature requirements for high-value transactions and clear termination procedures for revoking authority. The resolution should also specify whether the authority can be sub-delegated and establish reporting requirements for significant transactions. Pay careful attention to liability provisions, as improperly drafted resolutions can expose your company to unauthorized commitments or create confusion about decision-making authority.

Legal requirements in Indonesia

Under Indonesian law, your Authorized Signatory Board Resolution must comply with specific procedural requirements outlined in Law No. 40 of 2007 on Limited Liability Companies. The resolution requires proper board meeting procedures, including adequate notice to all directors and confirmation of quorum as specified in your articles of association. For certain transactions or if required by your articles, the resolution may need notarial authentication under Law No. 30 of 2004 on Notary Position. Public companies must also consider POJK No. 33/POJK.04/2014 requirements regarding directors' authority and disclosure obligations. Foreign investment companies may face additional requirements under Law No. 25 of 2007 on Investment, particularly for certain regulated transactions. Ensure the resolution is properly recorded in your corporate minute book and consider filing requirements with relevant authorities depending on the nature of the delegated authority.