A Board Resolution Authorizing To Transact is a crucial corporate governance document used when a company needs to delegate transaction authority to specific individuals. It's commonly required by banks, business partners, and regulatory authorities as evidence of proper authorization. The resolution must comply with U.S. state corporation laws and federal regulations, particularly in regulated industries. It typically includes details about authorized persons, transaction limits, duration of authority, and any conditions or restrictions. This document is essential for maintaining proper corporate governance and protecting the company's interests while enabling efficient business operations.
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1. Title and Date: Formal title of resolution and date of board meeting
2. Company Details: Legal name and registration details of the company
3. Recitals: Background information and reasons for the resolution
4. Authorization Statement: Specific powers being granted and to whom
5. Scope of Authority: Detailed description of authorized transactions and limits
6. Certification: Secretary's certification of the resolution's validity
1. Special Conditions: Any specific conditions or restrictions on the authorization
2. Duration: Time period for which authorization is valid
3. Reporting Requirements: Requirements for reporting back to the board
1. List of Authorized Signatories: Names and positions of individuals authorized to transact
2. Transaction Limits: Detailed breakdown of authorization limits by transaction type
3. Supporting Documents: Relevant supporting documentation referenced in the resolution
Relevant legal definitions
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