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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.

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5.0 (1 reviews)

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Last updated October 16, 2024

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Under 5 minutes

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Suitable for Australia

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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.
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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.

Keep the document readily available

Some parties will want proof that they are dealing with the authorised party. You should have this document ready to provide to such parties.

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