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Authorised Signatory Board Resolution Template for Canada

A formal corporate document issued under Canadian federal or provincial law that records a board of directors' resolution to delegate signing authority to specific individuals within the organization. This document specifies who has the power to sign various corporate documents, contracts, financial instruments, and other legally binding agreements on behalf of the company. It includes detailed information about the scope of authority, any limitations or conditions, and specific requirements for different types of transactions. The resolution must comply with both federal legislation (such as the Canada Business Corporations Act) and applicable provincial corporate laws.

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What is a Authorised Signatory Board Resolution?

An Authorised Signatory Board Resolution is a crucial corporate governance document used when a company needs to formally delegate signing authority to specific individuals. This document is particularly important in the Canadian business context, where both federal and provincial corporate laws require clear documentation of such delegations. The resolution is typically needed when new officers are appointed, when signing authorities need to be updated, or when establishing new banking or business relationships. It details who can sign what types of documents, any financial limits on their authority, and whether joint signatures are required. The document must comply with various Canadian legislative requirements, including the Canada Business Corporations Act or provincial equivalents, and often needs to be presented to banks, government agencies, and other business partners as evidence of proper authorization.

What sections should be included in a Authorised Signatory Board Resolution?

1. Company Information: Legal name of the corporation, registration number, and registered office address

2. Meeting Details: Date, time, location of the board meeting, and confirmation of quorum

3. Recitals: Background information establishing the board's authority and the need for the resolution

4. Resolution Declaration: Formal statement that the board has resolved to authorize certain individuals

5. Scope of Authority: Clear definition of the signing powers being granted (e.g., banking, contracts, specific transaction types)

6. Authorized Persons: Names and positions of individuals being granted signing authority

7. Signing Requirements: Rules for how signatures must be executed (e.g., single/joint signatures, threshold amounts)

8. Certification: Statement certifying that the resolution was duly passed by the board

9. Attestation: Signature of the corporate secretary or appropriate officer attesting to the resolution's validity

What sections are optional to include in a Authorised Signatory Board Resolution?

1. Prior Authorizations: Section revoking or modifying previous signing authorities, used when replacing existing arrangements

2. Digital Signatures: Specific provisions for electronic or digital signature usage, needed when electronic signing is permitted

3. Jurisdictional Requirements: Additional provisions required for multiple jurisdictions or specific regulatory requirements

4. Term and Review: Specific duration of the authorization and review requirements, if not permanent

5. Special Conditions: Any special conditions or restrictions on the signing authority

6. Emergency Provisions: Alternate signing arrangements in case of unavailability of primary signatories

What schedules should be included in a Authorised Signatory Board Resolution?

1. Schedule A - Authorized Signatories List: Detailed list of authorized persons with their full names, titles, specimen signatures, and any specific limitations

2. Schedule B - Signing Authority Matrix: Matrix showing different transaction types, threshold amounts, and required signature combinations

3. Schedule C - Specific Powers: Detailed description of specific powers granted to each authorized signatory

4. Appendix 1 - Supporting Documents: Copies of identification documents and position verification for each authorized signatory

5. Appendix 2 - Corporate Registry Verification: Proof of current corporate status and director appointments

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

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use

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