Authorized Signatory Board Resolution Template for Philippines

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Key Requirements PROMPT example:

Authorized Signatory Board Resolution

"Need an Authorized Signatory Board Resolution for our Manila-based technology company, designating three senior executives as Class A signatories with individual signing authority up to PHP 1 million, and requiring two signatures for transactions above that amount."

Document background
The Authorized Signatory Board Resolution is a fundamental corporate governance document required under Philippine law to formally delegate signing authority within a corporation. This document is essential when companies need to designate officers or employees who can legally bind the organization in various transactions, from banking to contractual agreements. The resolution must comply with the Revised Corporation Code of the Philippines and often needs to be presented to banks, government agencies, and business partners as proof of authority. It typically includes detailed matrices of signing limits, combinations of required signatories for different transaction types, and may need to be updated whenever there are changes in authorized personnel or corporate policies. Financial institutions in the Philippines particularly require this document for opening accounts, applying for loans, or conducting significant financial transactions.
Suggested Sections

1. Title and Corporate Details: Full legal name of the corporation, registration number, and registered address

2. Date and Venue: Date, time, and place of the board meeting where the resolution was passed

3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met

4. Preamble: Statement indicating that this is a board resolution and referencing relevant corporate powers

5. Purpose: Clear statement of the purpose for designating authorized signatories

6. Resolution Statement: The main resolution text designating authorized signatories and their powers

7. Signing Authority Matrix: Detailed breakdown of signing limits and combinations of signatories required for different transaction types

8. Certification: Certification by the Corporate Secretary that the resolution was duly passed

9. Signatures: Signature block for the Chairman, Corporate Secretary, and other required signatories

Optional Sections

1. Revocation of Previous Authorities: Section explicitly revoking previous signing authorities, used when replacing existing signatories

2. Digital/Electronic Signing Powers: Section authorizing digital signatures, used when company allows electronic signing

3. Specific Transaction Authorization: Used when the resolution is for a specific transaction or project rather than general signing authority

4. Branch/Division Specific Authority: Used for companies with multiple branches or divisions requiring different signing authorities

5. Foreign Currency Transaction Authority: Special provisions for foreign currency transactions, used for companies engaged in international business

Suggested Schedules

1. Schedule A - Authorized Signatory List: Detailed list of authorized signatories with their positions, specimen signatures, and ID information

2. Schedule B - Transaction Limits Matrix: Detailed matrix showing transaction value limits and required signatory combinations

3. Schedule C - Specimen Signatures: Original specimen signatures of all authorized signatories

4. Appendix 1 - Supporting Documents: Copies of government IDs and other verification documents of authorized signatories

5. Appendix 2 - Corporate Documents: Relevant corporate documents such as SEC registration, articles of incorporation, or by-laws excerpts

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

Relevant legal definitions
Relevant Industries

Banking and Financial Services

Insurance

Manufacturing

Retail and Consumer Goods

Real Estate and Property Development

Technology and Communications

Energy and Utilities

Healthcare and Pharmaceuticals

Transportation and Logistics

Professional Services

Education

Non-Profit Organizations

Construction and Engineering

Mining and Natural Resources

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Operations

Risk Management

Corporate Governance

Internal Audit

Administrative Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Board Director

Managing Director

Finance Manager

Treasury Manager

Legal Counsel

Compliance Officer

Branch Manager

Department Head

General Manager

Executive Director

Regional Manager

Operations 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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