The Authorized Signatory Board Resolution is a fundamental corporate governance document required under Indonesian law, particularly for companies operating under Law No. 40 of 2007 on Limited Liability Companies. This document is essential when companies need to formally delegate signing authority to specific individuals for executing contracts, financial transactions, and other official documents. It provides legal protection and clarity regarding who can bind the company in various transactions, specifying their powers and limitations. The resolution must be properly executed in accordance with Indonesian corporate law requirements, including proper authentication and registration where necessary. Companies typically need to update or issue new resolutions when there are changes in authorized personnel, modifications to signing limits, or alterations in the scope of authority.
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1. Header and Title: Company details, document reference number, and formal title of the resolution
2. Meeting Details: Date, time, location, and attendance details of the board meeting
3. Quorum Confirmation: Statement confirming that the required quorum was present for valid decision-making
4. Recitals: Background information explaining the need for the resolution and relevant company context
5. Legal Foundation: Reference to relevant articles of association and laws authorizing the board to make this decision
6. Resolution Statement: The formal decision to appoint authorized signatories
7. Scope of Authority: Detailed description of the powers and limitations granted to authorized signatories
8. Effective Period: Duration of the authorization and any renewal provisions
9. Execution: Space for signatures of board members and company seal
1. Revocation of Previous Authorities: Section revoking previous signatory authorizations, used when replacing existing arrangements
2. Special Conditions: Additional conditions or restrictions on signatory powers, used for specific risk management requirements
3. Reporting Requirements: Obligations for authorized signatories to report their actions, used in cases requiring enhanced oversight
4. Emergency Provisions: Procedures for situations when primary signatories are unavailable, used when backup arrangements are needed
5. Foreign Investment Provisions: Special requirements for foreign-owned companies, used when the company has foreign investment
1. Schedule A - Authorized Signatories: List of authorized individuals with their details, positions, and specimen signatures
2. Schedule B - Signing Powers Matrix: Matrix showing different transaction types and required signature combinations
3. Schedule C - Document Types: List of specific documents and agreements that may be signed under this authorization
4. Appendix 1 - Supporting Documents: Copies of relevant corporate documents referenced in the resolution
5. Appendix 2 - Board Meeting Minutes Extract: Relevant extract from the board meeting minutes approving this resolution
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