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Director Authorization Letter for the United States

Director Authorization Letter Template for United States

A Director Authorization Letter is a formal document used in the United States to delegate specific powers or authority to a director of a company. This document, governed by state corporate laws and federal regulations, serves as official evidence of the granted powers and their scope. It typically includes detailed information about the authorized actions, duration of authority, and any limitations or conditions attached to the authorization.

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What is a Director Authorization Letter?

The Director Authorization Letter is a crucial corporate governance tool used when specific powers need to be formally delegated to a director. Common in U.S. business practice, this document is essential for maintaining clear records of authority delegation and ensuring compliance with state and federal regulations. The letter typically specifies the scope of authority, duration, and any limitations, while providing legal protection for both the company and the director. It's particularly important for actions requiring documented proof of authorization, such as signing contracts or representing the company in significant transactions.

What sections should be included in a Director Authorization Letter?

1. Letter Date: Current date of authorization

2. Company Information: Full legal name and address of the company

3. Director Information: Full name and position of the director being authorized

4. Scope of Authority: Specific powers and actions being authorized

5. Duration: Time period for which the authorization is valid

6. Authorized Signatory: Name and signature of authorizing party

What sections are optional to include in a Director Authorization Letter?

1. Limitations: Any specific restrictions on the authorization, used when authority is limited

2. Reporting Requirements: Any reporting obligations, used for significant delegations

3. Revocation Clause: Terms for revoking the authorization, used for long-term authorizations

What schedules should be included in a Director Authorization Letter?

1. Board Resolution: Copy of the board resolution approving the authorization

2. Specimen Signature: Sample signature of the authorized director

3. Corporate Documentation: Relevant corporate documents proving authority to issue authorization

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

Jurisdiction

United States

Publisher

Ƶ

Sector

Banking

Cost

Free to use
Clauses















Relevant Industries

Financial Services

Healthcare

Technology

Manufacturing

Retail

Relevant Teams

Legal

Corporate Governance

Executive Office

Compliance

Corporate Secretary Office

Relevant Roles

Chief Executive Officer

Board Chairman

Corporate Secretary

Executive Director

General Counsel

Industries

State Corporate Laws: Including Delaware General Corporation Law (if incorporated in Delaware), state-specific corporation laws where the company is incorporated, and Model Business Corporation Act provisions as adopted by various states

Federal Securities Laws: Applicable for publicly traded companies: Securities Act of 1933, Securities Exchange Act of 1934, and Sarbanes-Oxley Act of 2002

Corporate Governance Requirements: Stock exchange listing requirements (NYSE or NASDAQ rules if applicable), company bylaws and articles of incorporation

Agency Law: State-specific agency laws regarding authority delegation and common law principles of agency

Authentication Requirements: State-specific notarization laws, E-SIGN Act, and state-specific electronic transaction acts

Industry-Specific Regulations: Specific regulations depending on industry such as banking regulations, healthcare regulations, or other sector-specific requirements

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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