A Board Resolution For Signing Authority is a crucial governance document used by Australian companies to formally delegate authority for signing corporate documents and entering into binding agreements. This resolution is typically required when establishing new signing arrangements, updating existing authorities, or responding to changes in corporate structure or personnel. It must comply with the Corporations Act 2001 (Cth) and relevant state legislation, and is often requested by banks, government agencies, and business partners as proof of authority. The document includes specific details about authorized signatories, scope of authority, monetary limits, and authentication requirements, making it essential for effective corporate governance and risk management.
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1. Header and Company Details: Company name, ACN/ABN, registered office address, and date of resolution
2. Meeting Details: Type of meeting, date, time, location, and confirmation of quorum
3. Present Directors: List of directors present at the meeting and any apologies
4. Chairperson: Identification of the meeting's chairperson
5. Background: Brief context explaining why the signing authority is being granted
6. Resolutions: The formal resolutions detailing who is authorized to sign what documents
7. Execution Limits: Monetary or transaction type limits for different signatories
8. Authentication Requirements: Requirements for dual signatures, seal usage, or other authentication methods
9. Certification: Statement certifying that the resolution was passed in accordance with the company's constitution
10. Signatures: Space for chairman's signature and date
1. Revocation of Previous Authorities: Section revoking previous signing authorities, used when replacing existing arrangements
2. Foreign Operations: Special provisions for international operations and foreign document execution
3. Digital Signing Provisions: Specific authorization for electronic/digital signatures, used when company conducts business electronically
4. Specific Project Authorization: Used when signing authority is being granted for a specific project or transaction
5. Branch/Office Specific Authorities: Used when different authorities are needed for different office locations
6. Temporary Provisions: Used when the authority is time-limited or temporary
1. Schedule A - Authorized Signatories: Detailed list of authorized persons, their positions, and specimen signatures
2. Schedule B - Document Categories: Categories of documents and corresponding authorization requirements
3. Schedule C - Monetary Limits: Detailed breakdown of monetary limits for different types of transactions and signatories
4. Appendix 1 - Supporting Documents: Copies of relevant supporting documentation (e.g., power of attorney, delegation instruments)
5. Appendix 2 - Company Extract: Current ASIC company extract confirming director details
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Healthcare
Manufacturing
Retail
Technology
Mining
Construction
Professional Services
Education
Non-Profit
Real Estate
Transportation
Energy
Telecommunications
Relevant Teams
Legal
Finance
Corporate Governance
Compliance
Risk Management
Treasury
Company Secretariat
Board Administration
Internal Audit
Executive Office
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Chief Operating Officer
Finance Director
General Counsel
Legal Director
Board Director
Executive Director
Non-Executive Director
Regional Director
Department Head
Branch Manager
Treasury Manager
Compliance Officer
Risk Manager
Corporate Governance Manager
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