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Certificate Of Corporate Authority Template for England and Wales

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Key Requirements PROMPT example:

Certificate Of Corporate Authority

"I need a Certificate of Corporate Authority for our UK-based technology company to authorize our Chief Financial Officer and Head of Legal to execute all financial documents up to £5 million, effective from March 2025."

Document background
A Certificate of Corporate Authority is commonly required when companies need to demonstrate to third parties that specific individuals have been properly authorized to act on the company's behalf. This document, governed by English and Welsh law, typically follows a board resolution and includes details of the authority granted, any limitations, and the identity of authorized individuals. It's particularly important in significant transactions where third parties need assurance about the legitimacy of company representatives' authority.
Suggested Sections

1. Company Details: Full legal name, registration number, and registered address of the company

2. Authority Statement: Clear statement of the authority being certified and its scope

3. Board Resolution Reference: Reference to relevant board resolution(s) granting the authority

4. Authorized Signatory Details: Names and positions of individuals authorized to act

Optional Sections

1. Transaction Details: Specific details of transaction(s) covered, used when certificate is for specific deal

2. Limitations: Any restrictions on the authority, included when authority is limited

3. Duration: Time period of authority, included when authority is time-limited

Suggested Schedules

1. Board Resolution: Copy of relevant board resolution(s)

2. Specimen Signatures: Signatures of authorized individuals

3. Constitutional Documents: Relevant excerpts from Articles of Association or other constitutional documents

Authors

Alex Denne

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

Relevant legal definitions












Clauses












Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing corporate authority in England and Wales, particularly sections on directors' powers, decision-making processes, document execution, and directors' duties (Sections 171-177)

Corporate Governance Code: While not legislation, provides key governance guidelines for listed companies regarding authority and decision-making structures

Law of Property (Miscellaneous Provisions) Act 1989: Legislation governing the formal requirements for execution of deeds and documents in corporate contexts

Powers of Attorney Act 1971: Legislation relevant when the certificate involves delegated authority or power of attorney arrangements

Common Law Principles: Established case law and principles regarding agency relationships and authority in corporate contexts

Articles of Association: Company's constitutional document defining the scope of corporate and directors' authority

Board Resolutions: Internal corporate decisions that may affect or establish specific authorities within the company

Internal Governance Procedures: Company-specific protocols and procedures for exercising and delegating corporate authority

FCA Requirements: Financial Conduct Authority regulations applicable to regulated companies regarding corporate authority and decision-making

Stock Exchange Requirements: Additional requirements for listed companies regarding corporate authority and governance

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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