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Authorized Signatory Board Resolution

Authorized Signatory Board Resolution Template for Germany

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Key Requirements PROMPT example:

Authorized Signatory Board Resolution

"I need an Authorized Signatory Board Resolution for our German GmbH that grants joint signing authority to our new CFO and Head of Legal for transactions up to €500,000, with specific powers for banking operations."

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Document background
The Authorized Signatory Board Resolution is a crucial corporate governance document used in German business practice to formally delegate signing authority to specific individuals within an organization. This document is essential when companies need to authorize representatives to execute documents, enter into contracts, or conduct other official business transactions on behalf of the company. The resolution must comply with German corporate law requirements, including the German Commercial Code (HGB), Stock Corporation Act (AktG), or Limited Liability Companies Act (GmbHG), depending on the company form. It typically requires registration with the Commercial Register (Handelsregister) and may be needed for various purposes, such as opening bank accounts, executing contracts, or conducting day-to-day business operations. The document specifies the scope of authority, any limitations, and the specific powers granted to the authorized signatories.
Suggested Sections

1. Header and Formal Title: Official company details including company name, registration number, and document type identification

2. Date and Location: Date and place of the board meeting or resolution

3. Participating Board Members: List of board members present/participating in the resolution

4. Quorum Confirmation: Confirmation that the required quorum for valid decision-making is present

5. Preamble: Brief context of why the resolution is being made

6. Resolution Statement: The formal decision to grant signatory authority

7. Authorized Person Details: Full identification details of the person(s) being granted signatory authority

8. Scope of Authority: Detailed description of the powers being granted, including any limitations

9. Duration: Period for which the authorization is valid

10. Execution Requirements: Requirements for valid execution of documents under this authority

11. Certification: Formal certification of the resolution by the appropriate corporate officers

Optional Sections

1. Revocation of Previous Authorities: Section revoking previous signatory authorizations, used when replacing existing arrangements

2. Specific Transaction Authority: Used when the authorization is for specific transactions or projects

3. Regulatory Compliance: Special provisions required for regulated industries or specific regulatory requirements

4. Foreign Authority: Special provisions for authority to be exercised outside Germany

5. Digital Signature Authorization: Specific provisions for electronic signature authority, if applicable

6. Substitute Authority: Provisions for delegation or substitute authority in case of absence

Suggested Schedules

1. Schedule of Authorized Persons: Detailed list of all authorized persons and their specific powers when multiple appointments are made

2. Schedule of Specific Powers: Detailed enumeration of specific transactions or actions covered by the authority

3. Sample Signatures: Specimen signatures of authorized persons for verification purposes

4. Corporate Structure Chart: Organization chart showing reporting lines and authority hierarchy

5. Required Forms: Templates of forms required for Commercial Register registration

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Manufacturing

Professional Services

Technology

Healthcare

Retail

Real Estate

Energy

Logistics and Transportation

Construction

Telecommunications

Insurance

Automotive

Pharmaceuticals

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Treasury

Corporate Secretariat

Executive Office

Operations

Administration

Relevant Roles

Chief Executive Officer

Managing Director

Board Member

Chief Financial Officer

Company Secretary

General Counsel

Head of Legal

Chief Operating Officer

Commercial Director

Finance Director

Corporate Secretary

Compliance Officer

Senior Legal Counsel

Risk Manager

Treasury Manager

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Sections 164-181 governing legal representation and power of attorney (Vollmacht), which form the basic legal framework for authorization of representatives
German Commercial Code (Handelsgesetzbuch - HGB): Sections 48-53 regarding commercial power of representation (Prokura) and other forms of commercial authority
German Stock Corporation Act (Aktiengesetz - AktG): Sections 78, 82 concerning representation of stock corporations and the authority of the management board and authorized representatives
Limited Liability Companies Act (GmbH-Gesetz): Sections 35-52 governing the representation of GmbH companies and managing directors' authority
Commercial Register Regulation (Handelsregisterverordnung - HRV): Regulations regarding the registration of authorized representatives and signatories in the commercial register
German Banking Act (Kreditwesengesetz - KWG): Sections regarding special requirements for authorized representatives in financial institutions, if applicable
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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