Corporate Authorization Resolution Template for Switzerland

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Key Requirements PROMPT example:

Corporate Authorization Resolution

"I need a Corporate Authorization Resolution for our Swiss technology startup to authorize our new CFO and Finance Director to jointly operate bank accounts and execute financial transactions up to CHF 500,000, effective March 1, 2025."

Document background
The Corporate Authorization Resolution is a crucial document used by Swiss companies to formally delegate authority to specific individuals for conducting business operations. This document becomes necessary when establishing banking relationships, updating signatory rights, or modifying corporate representation powers. Under Swiss law, particularly the Code of Obligations and Banking Act, corporations must maintain clear documentation of authorized representatives and their powers. The resolution typically follows a board meeting or shareholders' decision and must be properly documented to be valid for banks, financial institutions, and other third parties. It serves as official evidence of the company's internal approval process and helps prevent unauthorized transactions while facilitating legitimate business operations.
Suggested Sections

1. Corporate Information: Legal name of corporation, registration details, and registered office address

2. Meeting Details: Date, location, and type of meeting where resolution was adopted

3. Resolution Declaration: Statement that the resolution was duly adopted according to corporate bylaws and applicable law

4. Authorized Individuals: Names, titles, and identification details of persons being granted authority

5. Scope of Authority: Detailed description of powers and actions authorized individuals may take on behalf of the corporation

6. Signing Authority: Specification of signing requirements (individual/joint) and transaction limits

7. Banking Relationships: Authorization for dealing with specific banks and financial institutions

8. Certification: Secretary or appropriate officer's certification of the resolution's validity

9. Effective Date: When the authorizations become effective and duration of validity

Optional Sections

1. Digital Banking Authorization: Additional provisions for online banking access and digital transaction authority

2. Foreign Operations: Special provisions for international banking relationships and foreign currency transactions

3. Specific Transaction Authority: Authorization for specific types of transactions or deals requiring special approval

4. Revocation of Prior Authorizations: Section explicitly revoking previous authorizations when needed

5. Delegation Authority: Provisions allowing authorized individuals to delegate certain powers to others

Suggested Schedules

1. Schedule A - Authorized Signatories: Detailed list of authorized individuals with specimen signatures and specific powers

2. Schedule B - Transaction Limits: Matrix of transaction types and corresponding monetary limits for different authority levels

3. Schedule C - Affected Accounts: List of specific bank accounts covered by the resolution

4. Appendix 1 - Identity Documentation: Copies of identification documents for authorized individuals

5. Appendix 2 - Corporate Registry Extract: Recent extract from the commercial register confirming corporate status and authority

6. Appendix 3 - Board Meeting Minutes: Extract or copy of the meeting minutes where the resolution was adopted

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 | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Retail

Healthcare

Professional Services

Real Estate

Construction

Energy

Telecommunications

Transportation and Logistics

Hospitality

Education

Non-Profit Organizations

Insurance

International Trade

Relevant Teams

Legal

Finance

Treasury

Compliance

Corporate Governance

Risk Management

Operations

Executive Management

Board Secretariat

Banking Relations

Administrative

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Board Member

Director

Managing Director

Financial Controller

Treasury Manager

Legal Counsel

Compliance Officer

Head of Finance

Company Secretary

Operations Director

General Manager

Branch Manager

Senior Account Manager

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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