The Corporate Resolution Form For Signing Authority is a fundamental document in Malaysian corporate governance that establishes who can legally bind a company in various transactions and agreements. This document becomes necessary when a company needs to delegate signing authority to specific individuals, particularly during business expansion, leadership changes, or when establishing new operational procedures. Under Malaysian law, particularly the Companies Act 2016, companies must maintain clear records of such delegations of authority. The resolution typically includes details about the authorized signatories, scope of their authority, any limitations on their powers, and specific requirements for different types of transactions. It serves as a crucial reference point for banks, business partners, and other stakeholders who need to verify the legitimacy of company representatives in business dealings.
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1. Company Information: Legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum
3. Preamble: Statement confirming the meeting was properly convened and held in accordance with the company's constitution
4. Board Resolution Statement: The formal 'RESOLVED THAT' statement indicating the board's decision
5. Authorized Signatories: Names, positions, and identification details of individuals being granted signing authority
6. Scope of Authority: Detailed description of the types of documents and transactions the authorized persons can sign
7. Signing Requirements: Whether signatories can sign individually or jointly, and any financial limits
8. Certification: Statement certifying the resolution's validity, typically signed by the Company Secretary or Chairman
9. Execution: Space for required signatures to validate the resolution
1. Revocation of Previous Authorities: Section to explicitly revoke any previous signing authorities, used when replacing existing arrangements
2. Special Conditions: Any specific conditions or restrictions on the signing authority, used when additional controls are needed
3. Duration of Authority: Specification of time limits on the authority, if not intended to be ongoing
4. Electronic Signing Provisions: Special provisions for electronic signatures, used when digital signing is anticipated
5. Industry-Specific Requirements: Additional provisions required for regulated industries like banking or insurance
1. Schedule A - Authorized Signatory Details: Detailed information about each authorized signatory including specimen signatures
2. Schedule B - Signing Matrix: Matrix showing different transaction types and corresponding signing requirements
3. Schedule C - Document Categories: List of specific document types and transactions covered by the authority
4. Appendix 1 - Board Meeting Minutes Extract: Extract from the board meeting minutes where the resolution was passed
5. Appendix 2 - Company Constitution Extract: Relevant extracts from the company constitution supporting the delegation of authority
Relevant legal definitions
Clauses
Corporate Authority
Appointment
Scope of Authority
Financial Limits
Document Types
Joint Signing Requirements
Duration of Authority
Revocation
Authentication
Specimen Signatures
Company Seal Usage
Bank Account Operations
Electronic Signatures
Compliance Requirements
Certificate of Resolution
Amendment Powers
Notice Requirements
Recording and Filing
Governing Law
Appointment
Scope of Authority
Financial Limits
Document Types
Joint Signing Requirements
Duration of Authority
Revocation
Authentication
Specimen Signatures
Company Seal Usage
Bank Account Operations
Electronic Signatures
Compliance Requirements
Certificate of Resolution
Amendment Powers
Notice Requirements
Recording and Filing
Governing Law
Relevant Industries
Banking and Finance
Manufacturing
Retail
Technology
Real Estate
Healthcare
Education
Construction
Energy
Telecommunications
Professional Services
Logistics and Transportation
Agriculture
Mining and Resources
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Operations
Executive Management
Board of Directors
Risk Management
Administrative
Relevant Roles
Chief Executive Officer
Managing Director
Chief Financial Officer
Company Secretary
Finance Director
General Manager
Department Head
Regional Manager
Branch Manager
Treasury Manager
Legal Counsel
Board Director
Executive Director
Operations Director
Compliance Officer
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