Authorised Signatory Resolution

Authorised Signatory Resolution Template for Switzerland

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Key Requirements PROMPT example:

"I need an Authorised Signatory Resolution for our Swiss subsidiary to appoint two new senior managers with joint signing authority, effective March 1, 2025, with transaction limits of CHF 500,000."

Document background

An Authorised Signatory Resolution is a crucial corporate governance document used when a Swiss company needs to formally appoint or modify its authorized signatories. This document is essential for establishing clear lines of authority and ensuring compliance with Swiss corporate law and commercial registry requirements. It becomes necessary when appointing new signatories, modifying existing signing authorities, or revoking previous authorizations. The resolution must follow specific Swiss legal requirements, including those set forth in the Swiss Code of Obligations and Commercial Registry Ordinances. It typically requires registration with the Commercial Registry to be legally effective against third parties and may need notarization depending on the circumstances. The document is fundamental for daily business operations, enabling designated individuals to execute documents, enter into contracts, and represent the company in various transactions.

Suggested Sections

1. Company Information: Legal name, registration number, and registered address of the company

2. Date and Place: Date and location of the resolution

3. Governing Body: Identification of the body making the resolution (e.g., Board of Directors, Shareholders)

4. Quorum and Validity: Confirmation that the meeting is properly constituted and authorized to make decisions

5. Existing Authorities: Reference to current signing authorities and whether they are being replaced or supplemented

6. Resolution Details: The actual resolution text appointing the authorized signatories

7. Signatory Powers: Specific details of signing rights (individual, joint, limitation of authority)

8. Effective Date: When the new signing authorities take effect

9. Certification: Confirmation of the resolution's validity by appropriate corporate officers

Optional Sections

1. Revocation of Previous Authorities: Include when existing signing authorities need to be explicitly revoked

2. Specific Transaction Authority: Include when the signing authority is limited to specific transactions or documents

3. Geographic Limitations: Include when signing authority is limited to specific jurisdictions or branches

4. Monetary Limits: Include when there are specific monetary thresholds for signing authority

5. Duration of Authority: Include when the signing authority is time-limited rather than indefinite

Suggested Schedules

1. List of Authorized Signatories: Detailed information about each signatory including full name, date of birth, nationality, and specimen signature

2. Extract of Board Minutes: If the resolution is based on a board meeting, extract of relevant minutes

3. Commercial Registry Forms: Required forms for filing with the Swiss Commercial Registry

4. Identification Documents: Copies of passport or ID cards of new authorized signatories

5. Specimen Signatures: Certified specimen signatures of the authorized signatories

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Pharmaceutical

Real Estate

Retail

Construction

Energy

Telecommunications

Professional Services

Healthcare

Transportation

Logistics

Education

Non-Profit Organizations

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Finance

Executive Management

Compliance

Risk Management

Corporate Governance

Treasury

Administration

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Board Member

Company Secretary

General Counsel

Head of Legal

Finance Director

Country Manager

Branch Manager

Department Head

Regional Director

Executive Director

Chief Operating Officer

Treasury Manager

Compliance Officer

Corporate Governance Officer

Risk Manager

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