The governing body of the corporation (usually its board of directors) Must meet on a specified date. At which time, officers decide to specifically authorize (the “resolution”) A specific person by name and title. To sign a specific contract.
A resolution, on the other hand, describes one action taken by the board at a meeting, is prepared separately during the meeting, and is attested to by the secretary of the corporation before the president approves it.
These resolutions are officially recorded by a corporate secretary, signed by the board of directors, and stored among a company's official records in a document repository.
Guidelines for Valid Corporate Resolutions. The certification must bear an original signature by an officer of the corporation, (preferably the secretary), and this signature must be someone other than the person who signed the RFP, RFQ, RFI, etc.
Who needs to sign a board resolution? The board members need to sign the board resolution. The President and Secretary only need to sign when the resolution is certified. But they can sign an uncertified board resolution as well, but it is not required.
Must include the specific date and time when the board met to pass the resolution. Must authorize a specific person or persons by name and title. Must include the types of contracts and agreements the specific individual or individuals can execute on behalf of the corporation.
Because corporate resolutions are subject to state laws, it's vital that they are legally compliant. You can get started creating your corporate resolution with the help of a qualified attorney. A legal professional can ensure that you include all the necessary components and let you know if you need to make revisions.
Company directors are authorised signatories and companies might require at least two directors to sign for a valid execution. Employees with a certain position in the company might also be impliedly authorised to sign documents on the company's behalf in order to streamline the execution of contracts.