A copy of a resolution of the governing body or minutes of a regular meeting showing approval of the agreement or an ordinance approving the agreement and authorizing a named person to sign the agreement may be used as adequate proof of authority.
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.
General Signing Authority: For example: This letter hereby authorizes Name to sign and execute all contracts, legal documents, and agreements on behalf of Company Name in relation to specific matters/transactions effective from date.
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.
Steps to Write a Corporate Resolution Write the Company's Name. Indicate Further Legal Identification. Include Location, Date, and Time. List the Board Resolutions. Sign the Document and Write the Document.
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.
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.
A certified copy of that section of the corporate by-laws which authorizes the signatory to execute contracts on behalf of and bind the corporation, along with certification that the person signing the contract in fact holds the office in question.
Resolutions can be passed by directors without holding a directors' meeting. These are called circulating resolutions. Check the rule book to see how this can be done. All directors entitled to vote on the resolution must sign a statement that says they are in favour of the resolution set out in the document.
A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.