Board Resolution For Authorisation To Represent The Company for Nigeria

Board Resolution For Authorisation To Represent The Company Template for Nigeria

A formal corporate document executed under Nigerian law that evidences the board of directors' decision to authorize specific individuals to represent and act on behalf of the company. The resolution, governed by the Companies and Allied Matters Act (CAMA) 2020, specifies the scope of authority granted, including permitted actions, transaction limits, and duration of the authorization. It serves as official proof of the representative's authority to third parties and must be properly executed with the necessary corporate formalities, including certification by the company secretary and chairman.

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What is a Board Resolution For Authorisation To Represent The Company?

A Board Resolution For Authorization To Represent The Company is a crucial corporate governance document required under Nigerian law when a company needs to formally delegate authority to specific individuals to act on its behalf. This document is essential for companies operating in Nigeria and must comply with the Companies and Allied Matters Act (CAMA) 2020 and Corporate Affairs Commission regulations. It is typically used when appointing representatives for banking operations, contract negotiations, legal proceedings, or specific transactions. The resolution must clearly define the scope of authority, include all necessary corporate details, and be properly authenticated by the board chairman and company secretary. This document provides third parties with confidence in dealing with the company's representatives and protects the company's interests by clearly defining the boundaries of delegated authority.

What sections should be included in a Board Resolution For Authorisation To Represent The Company?

1. Title and Company Details: Full 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. Attendees: List of board members present and absent, including their roles

4. Preamble: Statement confirming proper notice was given and meeting was duly constituted

5. Resolution Purpose: Clear statement of the purpose for granting representation authority

6. Authorization Details: Specific powers being granted, including scope and limitations of authority

7. Representative Details: Full names and details of authorized representative(s)

8. Duration of Authority: Timeframe for which the authorization remains valid

9. Certification: Authentication by Board Chairman and Company Secretary

10. Execution: Signature blocks for relevant parties

What sections are optional to include in a Board Resolution For Authorisation To Represent The Company?

1. Recitals: Background information explaining the need for the authorization, used when context is necessary

2. Specific Transaction Details: Details of specific transaction(s) for which authority is being granted, used when authorization is transaction-specific

3. Reporting Requirements: Requirements for the representative to report back to the board, used for significant delegations

4. Revocation Clause: Terms for revoking the authority, used when specific revocation conditions are needed

5. Indemnification: Provisions for company indemnification of the representative, used for high-risk representations

What schedules should be included in a Board Resolution For Authorisation To Represent The Company?

1. Schedule A - Scope of Authority: Detailed list of specific powers and authorities granted

2. Schedule B - Representative Identification: Copies of identification documents and credentials of authorized representative(s)

3. Schedule C - Board Meeting Minutes Extract: Relevant extract from board meeting minutes confirming the resolution

4. Appendix 1 - Required Forms: Any specific forms required by regulatory bodies or third parties

5. Appendix 2 - Specimen Signatures: Specimen signatures of authorized representatives

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Banking and Financial Services

Manufacturing

Oil and Gas

Telecommunications

Real Estate

Construction

Retail and Consumer Goods

Healthcare

Technology

Transportation and Logistics

Mining

Agriculture

Education

Professional Services

Energy

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Risk Management

Corporate Affairs

Executive Management

Operations

Finance

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Compliance Officer

Board Chairman

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Manager

Operations Director

Branch Manager

Regional Manager

General Counsel

Corporate Affairs Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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