An Authorised Signatory Resolution is a crucial corporate governance document used when a Swiss company needs to formally appoint or modify its authorized signatories. This document is essential for establishing clear lines of authority and ensuring compliance with Swiss corporate law and commercial registry requirements. It becomes necessary when appointing new signatories, modifying existing signing authorities, or revoking previous authorizations. The resolution must follow specific Swiss legal requirements, including those set forth in the Swiss Code of Obligations and Commercial Registry Ordinances. It typically requires registration with the Commercial Registry to be legally effective against third parties and may need notarization depending on the circumstances. The document is fundamental for daily business operations, enabling designated individuals to execute documents, enter into contracts, and represent the company in various transactions.
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Key Requirements PROMPT example:
Authorised Signatory Resolution
"I need an Authorised Signatory Resolution for our Swiss subsidiary to appoint two new senior managers with joint signing authority, effective March 1, 2025, with transaction limits of CHF 500,000."
1. Company Information: Legal name, registration number, and registered address of the company
2. Date and Place: Date and location of the resolution
3. Governing Body: Identification of the body making the resolution (e.g., Board of Directors, Shareholders)
4. Quorum and Validity: Confirmation that the meeting is properly constituted and authorized to make decisions
5. Existing Authorities: Reference to current signing authorities and whether they are being replaced or supplemented
6. Resolution Details: The actual resolution text appointing the authorized signatories
7. Signatory Powers: Specific details of signing rights (individual, joint, limitation of authority)
8. Effective Date: When the new signing authorities take effect
9. Certification: Confirmation of the resolution's validity by appropriate corporate officers
1. Revocation of Previous Authorities: Include when existing signing authorities need to be explicitly revoked
2. Specific Transaction Authority: Include when the signing authority is limited to specific transactions or documents
3. Geographic Limitations: Include when signing authority is limited to specific jurisdictions or branches
4. Monetary Limits: Include when there are specific monetary thresholds for signing authority
5. Duration of Authority: Include when the signing authority is time-limited rather than indefinite
1. List of Authorized Signatories: Detailed information about each signatory including full name, date of birth, nationality, and specimen signature
2. Extract of Board Minutes: If the resolution is based on a board meeting, extract of relevant minutes
3. Commercial Registry Forms: Required forms for filing with the Swiss Commercial Registry
4. Identification Documents: Copies of passport or ID cards of new authorized signatories
5. Specimen Signatures: Certified specimen signatures of the authorized signatories
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Manufacturing
Technology
Pharmaceutical
Real Estate
Retail
Construction
Energy
Telecommunications
Professional Services
Healthcare
Transportation
Logistics
Education
Non-Profit Organizations
Hospitality
Relevant Teams
Legal
Corporate Secretariat
Finance
Executive Management
Compliance
Risk Management
Corporate Governance
Treasury
Administration
Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Board Member
Company Secretary
General Counsel
Head of Legal
Finance Director
Country Manager
Branch Manager
Department Head
Regional Director
Executive Director
Chief Operating Officer
Treasury Manager
Compliance Officer
Corporate Governance Officer
Risk Manager
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