Corporate Authorization Resolutions are essential governance documents used when a company needs to formally delegate authority to specific individuals for various corporate actions. These resolutions, which are particularly important in the U.S. corporate legal framework, serve as official evidence of board approval and are commonly required by banks, government agencies, and other institutions. A Corporate Authorization Resolution typically includes details about the scope of authority granted, any limitations on that authority, and the specific individuals authorized to act on the company's behalf. It provides legal protection for both the corporation and third parties by clearly documenting who has the power to bind the company in various matters.
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1. Corporate Information: Company name, state of incorporation, principal place of business
2. Meeting Details: Date, time, and location of the meeting where resolution was adopted
3. Recitals: Background information establishing the purpose of the resolution
4. Resolution Statement: Specific actions being authorized by the board
5. Authorization Details: Names and titles of individuals being granted specific powers
6. Certification: Secretary's certification of the resolution's adoption
1. Banking Authorizations: Specific banking powers granted to individuals when resolution involves banking relationships
2. Contract Execution Authority: Authorization to execute specific types of contracts when granting contract signing authority
3. Limitations: Specific limitations on authorized powers when authority needs to be restricted
1. Schedule A - Authorized Individuals: List of authorized individuals with their titles and specific powers
2. Schedule B - Specimen Signatures: Signature specimens of authorized individuals
3. Schedule C - Specific Authorizations: Detailed list of specific actions or transactions authorized
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