Authorized Signatory Resolution Template for the United States

An Authorized Signatory Resolution is a critical corporate document that formally grants specific individuals the legal authority to sign documents and enter into agreements on behalf of your corporation. Under United States law, this resolution serves as official proof that designated signatories have been properly authorized by your board of directors to act on the company's behalf.

When do you need this document?

You'll need an Authorized Signatory Resolution whenever your corporation opens new bank accounts, applies for loans, enters into significant contracts, or conducts business with government agencies. Banks are legally required under federal regulations including the Bank Secrecy Act and USA PATRIOT Act to verify signatory authority before allowing account access. Government contractors must provide these resolutions to demonstrate compliance with procurement regulations. Additionally, many business partners and vendors request this documentation before executing major agreements to ensure they're dealing with properly authorized representatives.

Key legal considerations

The resolution must clearly define the scope and limitations of each signatory's authority to prevent unauthorized actions that could bind your corporation. Include specific dollar limits for financial transactions, types of documents that can be signed, and any co-signature requirements for major decisions. The document should specify whether the authority is general or limited to specific transactions, and include expiration dates if applicable. Proper board approval is essential – the resolution must be formally passed by your board of directors and recorded in corporate minutes. Corporate secretaries must authenticate the resolution with their signature and corporate seal, and maintain copies in corporate records for regulatory compliance and audit purposes.

Legal requirements in United States

United States corporate law requires that signatory authority be properly documented and maintained according to state-specific corporate codes and your company's bylaws. Public companies must ensure compliance with Sarbanes-Oxley Act requirements for financial document authentication and internal controls. State laws vary significantly regarding corporate authority and governance structures, so your resolution must align with your state of incorporation's specific requirements. Federal banking regulations mandate that financial institutions verify and maintain current signatory documentation, requiring periodic updates when personnel changes occur. The resolution must include standard corporate formalities such as proper corporate identification, resolution numbering, dated board approval, and official certification to ensure legal enforceability and regulatory acceptance.