Directors' Resolution for Signing Authority (Circulating Resolution)
This Directors' Resolution grants authority to an individual to enter agreements and sign documents on behalf of a company.
5.0 (1 reviews)
Last updated December 20, 2024
Under 5 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
Document Overview
Companies are able to grant authority to agents or representatives to enter agreements and sign documents on their behalf. This grant does not require a deed or a seal; it only requires "implied or explicit authorisation". A directors' resolution is an effective way of explicitly granting this authorisation, as the directors are able to exercise the authority of the company at a meeting. However, users should ensure that any methods of authorisation are in accordance with the company's constitution.
The document allows users to limit this power to the scope of certain matters or transactions, or to be exercised within a certain period of time.
Commercial considerations
A significant purpose of agency laws is the protection of parties contracting with the company. Such parties will generally want a level of certainty that the company is bound to perform certain obligations before they begin to perform their obligations. For this reason, parties may ask for proof of authorisation such as the minutes of the directors' meeting where such a resolution is passed.
This resolution can be inserted into:
Where you wish to pass the resolution in a directors' meeting, you must use the documents above. Simply copy and paste the text of the resolution.
The Legal Risk Score of a Directors' Resolution for Signing Authority (Circulating Resolution) Template
Our legal team have marked this document as low risk considering:
- Even if this document is not signed effectively, the authorisation of the representative can be corrected or revoked through the implicit conduct of the directors or through passing another resolution.
- It allows the directors to restrict the authority of the representative.
- The company is able to appoint further representatives.
Directors' Resolution for Signing Authority (Circulating Resolution) Checklist
Complete your free Directors' Resolution for Signing Authority (Circulating Resolution) with our checklist
Get Every Director to Sign this Resolution
As a circulating resolution, it will only be valid with the signature of every director of the company.
Record the Resolution
Maintain a formal record of the resolution, including the date and the signatures of the consenting officeholders, in the company's official minutes or resolution book.
Communicate Authority
Inform all relevant parties within and outside the organization about the designated individual's authority to ensure clear understanding and acknowledgment of their role and responsibilities.
Review Regularly
Regularly review and, if necessary, update the resolution to reflect any changes in the company structure or strategy that might affect the authority granted.
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