Resolution For Authorized Signatory Generator for the USA

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Resolution For Authorized Signatory

"I need a Resolution for Authorized Signatory to grant our new CFO, Sarah Chen, the authority to sign all financial and banking documents up to $500,000, effective March 1, 2025."

Document background
A Resolution For Authorized Signatory is essential when companies need to delegate signing authority to specific individuals for business operations. This document is particularly important in the United States where third parties often require formal evidence of signatory authority. The resolution typically includes the identity of authorized individuals, scope of their authority, any limitations, and specific powers granted. It protects both the company and third parties by clearly documenting who can legally bind the organization in various transactions. The resolution must comply with state corporate laws and the company's bylaws.
Suggested Sections

1. Title and Date: Formal identification of the resolution and date of adoption

2. Company Information: Legal name, registration details, and address of the company

3. Recitals: Background information explaining the need for the resolution

4. Resolution Statement: Formal declaration of the board's decision

5. Authorized Individual Details: Name, position, and identification details of authorized signatory

6. Scope of Authority: Specific powers and limitations granted to the signatory

7. Certification: Authentication by board secretary or authorized officer

Optional Sections

1. Multiple Signatories: Section detailing additional authorized persons and their respective powers when multiple individuals need signing authority

2. Special Conditions: Section specifying conditions or restrictions on signing authority when authority needs to be limited or conditional

3. Term of Authority: Section defining the duration of the authorization when authority is temporary or time-bound

Suggested Schedules

1. Specimen Signatures: Sample signatures of authorized individuals

2. List of Authorized Transactions: Detailed list of specific transactions or documents covered

3. Supporting Documents: Copies of identification documents or other relevant certificates

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

Industries

State Corporate Laws: State-specific legislation governing corporate operations and authority delegation, varying by jurisdiction. Includes requirements for corporate resolutions and signatory appointments.

Delaware General Corporation Law: Specific corporate law framework if the company is incorporated in Delaware, governing corporate structure and authority delegation.

Model Business Corporation Act: Template legislation adopted by many states, providing framework for corporate governance and authority delegation.

Bank Secrecy Act: Federal law requiring financial institutions to verify and document authorized signatories for prevention of financial crimes.

Federal Reserve Regulations: Banking regulations pertaining to authorized signatories and their verification for financial transactions.

Securities Exchange Act of 1934: Federal law governing securities trading and corporate governance for publicly traded companies, including signatory requirements.

Securities Act of 1933: Federal law establishing requirements for public company disclosures and documentation, including authorized representatives.

State Blue Sky Laws: State-specific securities regulations that may affect signatory requirements for securities-related matters.

State Agency Laws: Laws governing principal-agent relationships and scope of authority for authorized representatives.

Restatement (Third) of Agency: Legal treatise providing principles for agency relationships and authority delegation.

Sarbanes-Oxley Act: Federal law imposing strict corporate governance and internal control requirements on public companies, including signatory authorities.

E-SIGN Act: Federal law establishing legal validity of electronic signatures and records in commerce.

Uniform Electronic Transactions Act: State-level legislation providing framework for electronic signatures and records in business transactions.

Internal Revenue Code Requirements: Federal tax regulations requiring proper documentation and record-keeping for authorized signatories.

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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