The Authorized Signatory Board Resolution is a crucial corporate governance document used in German business practice to formally delegate signing authority to specific individuals within an organization. This document is essential when companies need to authorize representatives to execute documents, enter into contracts, or conduct other official business transactions on behalf of the company. The resolution must comply with German corporate law requirements, including the German Commercial Code (HGB), Stock Corporation Act (AktG), or Limited Liability Companies Act (GmbHG), depending on the company form. It typically requires registration with the Commercial Register (Handelsregister) and may be needed for various purposes, such as opening bank accounts, executing contracts, or conducting day-to-day business operations. The document specifies the scope of authority, any limitations, and the specific powers granted to the authorized signatories.
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1. Header and Formal Title: Official company details including company name, registration number, and document type identification
2. Date and Location: Date and place of the board meeting or resolution
3. Participating Board Members: List of board members present/participating in the resolution
4. Quorum Confirmation: Confirmation that the required quorum for valid decision-making is present
5. Preamble: Brief context of why the resolution is being made
6. Resolution Statement: The formal decision to grant signatory authority
7. Authorized Person Details: Full identification details of the person(s) being granted signatory authority
8. Scope of Authority: Detailed description of the powers being granted, including any limitations
9. Duration: Period for which the authorization is valid
10. Execution Requirements: Requirements for valid execution of documents under this authority
11. Certification: Formal certification of the resolution by the appropriate corporate officers
1. Revocation of Previous Authorities: Section revoking previous signatory authorizations, used when replacing existing arrangements
2. Specific Transaction Authority: Used when the authorization is for specific transactions or projects
3. Regulatory Compliance: Special provisions required for regulated industries or specific regulatory requirements
4. Foreign Authority: Special provisions for authority to be exercised outside Germany
5. Digital Signature Authorization: Specific provisions for electronic signature authority, if applicable
6. Substitute Authority: Provisions for delegation or substitute authority in case of absence
1. Schedule of Authorized Persons: Detailed list of all authorized persons and their specific powers when multiple appointments are made
2. Schedule of Specific Powers: Detailed enumeration of specific transactions or actions covered by the authority
3. Sample Signatures: Specimen signatures of authorized persons for verification purposes
4. Corporate Structure Chart: Organization chart showing reporting lines and authority hierarchy
5. Required Forms: Ƶ of forms required for Commercial Register registration
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