Authorised Signatory Resolution Template for Saudi Arabia

An Authorised Signatory Resolution is a crucial corporate governance document that allows your company to formally designate individuals with the legal authority to sign contracts, execute transactions, and bind your organization under Saudi Arabian law. This resolution serves as official proof of who has been granted specific signing powers and defines the scope of their authority within your company's operations.

When do you need this document?

You need an Authorised Signatory Resolution when appointing new executives or employees with signing authority, establishing banking relationships where specific individuals must be registered as authorized signatories, or modifying existing authority levels for current signatories. This document becomes essential when opening corporate bank accounts, as Saudi banks require clear documentation of who can conduct transactions on behalf of your company. You'll also need it when dealing with government entities like the Ministry of Commerce, submitting regulatory filings, or entering into significant contracts where third parties need verification of your representative's authority. Additionally, if you're restructuring management roles or need to temporarily delegate authority while key personnel are unavailable, this resolution provides the necessary legal framework.

Key legal considerations

The resolution must clearly identify each authorized signatory with complete personal details including full name, nationality, identification number, and specific position within the company. You need to define the exact scope of each signatory's authority, whether they can sign independently or require co-signatures for certain transaction types or amounts. The document should specify any limitations on the authority granted, such as monetary thresholds, types of transactions, or time restrictions. Board approval is typically required for granting signatory authority, and the resolution should reference the specific board meeting or shareholders' resolution that authorized this delegation. Consider including provisions for emergency situations and ensure the resolution addresses how authority can be revoked or modified in the future.

Legal requirements in Saudi Arabia

Under the Saudi Companies Law 2015, signatory authority must be properly documented and maintained in corporate records. The resolution must comply with your company's Articles of Association and any existing bylaws regarding delegation of authority. The Commercial Register Law requires that changes to authorized signatories be updated with the Ministry of Commerce, and banks may require certified copies for account setup and transaction processing. The resolution should be executed by authorized company officials, typically board members or shareholders depending on your corporate structure. Anti-Money Laundering regulations require clear identification of authorized persons and their powers, making detailed documentation essential. The document must be available for inspection by auditors and regulatory authorities, and copies may need to be provided to banks, government entities, and business partners as proof of signatory authority.