A Board Resolution For Power of Attorney is a crucial corporate governance instrument used when a Swiss company needs to delegate authority to specific individuals to act on its behalf. This document is particularly important when companies need representatives to handle business operations, sign contracts, manage banking relationships, or represent the company in various transactions. Under Swiss law, it must clearly specify the scope of delegated powers, any limitations, and whether the attorney can act individually or jointly with others. The resolution must comply with the Swiss Code of Obligations and often requires registration in the Commercial Register, especially for ongoing commercial relationships. It's commonly used during international expansions, when key executives are unavailable, or when specific expertise is needed for certain transactions.
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1. Company Information: Legal name, registration number, and registered address of the company in Switzerland
2. Date and Location: Date and place of the board meeting where the resolution was passed
3. Present Board Members: List of board members present at the meeting, confirming quorum requirements are met
4. Resolution Context: Background information explaining why the Power of Attorney is being granted
5. Attorney Details: Full identification details of the person(s) being granted Power of Attorney
6. Scope of Authority: Detailed description of the powers being granted, including any monetary limits or restrictions
7. Duration: Period for which the Power of Attorney is valid
8. Execution Requirements: Specifications for how the Attorney must execute documents (e.g., single or joint signature requirements)
9. Certification: Board certification of the resolution, including chairman and secretary signatures
1. Revocation of Previous Powers: Section revoking any previous Powers of Attorney, used when replacing existing arrangements
2. Territorial Limitations: Section specifying geographical limitations of the power, used when authority is limited to specific countries or regions
3. Substitute Attorney Provisions: Section allowing the Attorney to delegate powers, used when delegation authority is desired
4. Reporting Requirements: Section defining how and when the Attorney must report to the board, used for enhanced oversight
5. Compliance Requirements: Special compliance obligations, used when the Attorney will deal with regulated activities
6. Indemnification: Provisions regarding company's indemnification of the Attorney, used for high-risk responsibilities
1. Specimen Signature: Authenticated specimen signature of the appointed Attorney
2. List of Specific Powers: Detailed enumeration of specific actions the Attorney is authorized to take
3. Authorization Limits Table: Table showing monetary or transaction limits for different types of actions
4. Board Meeting Extract: Certified extract from the board meeting minutes where the resolution was passed
5. Required Forms: Any required forms for Commercial Register registration in Switzerland
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