Authority to Enter Contract - Resolution Form - Corporate Resolutions
Understanding this form
The Authority to Enter Contract - Resolution Form is a legal document that enables the directors of a corporation to officially designate a corporate officer or representative to negotiate and finalize a contract. This form serves a crucial function by providing a formal resolution that affirms the authority of a specific individual to act on behalf of the corporation, differentiating it from other corporate governance documents that may not specifically address contract authority.
Form components explained
- Resolution statement authorizing the President to enter into a contract.
- Details for the contract, including purpose and involved parties.
- Signature section for the President and Directors acknowledging the resolution.
- Certificate of Secretary confirming the validity of the resolution.
When to use this form
This form should be used when a corporation needs to appoint a specific officer to negotiate and enter into contracts on its behalf. Common scenarios include entering commercial leases, service agreements, or vendor contracts where the board must formally recognize and affirm the actions of the corporate representative to ensure legal validity and enforceability.
Who needs this form
This form is intended for:
- Corporate directors who need to authorize a specific officer for contract negotiations.
- Corporate secretaries responsible for ensuring corporate governance compliance.
- Small business owners operating as corporations seeking to formalize contractual authority.
Steps to complete this form
- Identify the corporation by entering its legal name at the beginning of the resolution.
- Specify the contract's purpose and the party with whom the contract is being entered.
- Have the President of the corporation sign the form to confirm their authority.
- Obtain signatures from the other directors to validate the resolution.
- The Secretary must complete the certification section, including their signature and date.
Does this document require notarization?
This form usually doesn’t need to be notarized. However, local laws or specific transactions may require it. Our online notarization service, powered by Notarize, lets you complete it remotely through a secure video session, available 24/7.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Mistakes to watch out for
- Failing to specify the details of the contract clearly.
- Not having the required number of director signatures for validation.
- Omitting the certification by the Secretary, which is crucial for formal acknowledgment.
Why use this form online
- Instant access to a professionally drafted resolution form.
- Editable format to suit specific corporate needs.
- Email delivery for easily sharing among board members.
Key takeaways
- The form allows designated officers to enter into contracts on behalf of the corporation.
- Proper completion ensures clarity in corporate governance and authority delegation.
- Always check state-specific requirements to ensure compliance.
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FAQ
The board president and all board directors should sign the resolution. The board secretary should keep copies of all board resolutions with the corporate bylaws and other important documents.
Authorizing Resolution means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board delegation authorizing a Series of Securities.An Authorizing Resolution shall be so adopted by both the Company and the Guarantor.
Signatures of officers designated to sign corporate resolutionsusually the board chairperson or the corporate secretary. Title the document with its purpose. For example, "Resolution to Accept Bank Depository." A phrase stating that the resolution has the consent and agreement of the board members.
A corporate resolution is a written document created by the board of directors of a company detailing a binding corporate action. A corporate resolution is the legal document that provides the rules and framework as to how the board can act under various circumstances.
The resolution will be dated and signed by the corporate signatories.Corporate resolutions do not normally need to be submitted to a state or federal agency. Instead, they should be maintained with the other important documents of the corporations, such as the books and the meeting minutes.
Elements of a Certified Board Resolution A designation of the party for whom the resolution is being prepared for and its address. Explanation of the action being taken by the board of directors and the reason for doing so. Name of the secretary. Legal name of the corporation and state of incorporation.
Usually, an officer of the corporation and others authorized to sign contracts can legally sign documents on behalf of the corporation. For a contract to legally bind a corporation, the board of directors must provide authorization.
Corporation. Signing authority often lies with the company's chief executive officer (CEO) or president. If an individual signs on behalf of a corporation and they have not been given the authority to do so, the corporation will not be bound to the contract.
