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Key Takeaways
Signing Authority Resolution Template
A bank froze a wire transfer last year because the signature on file belonged to someone who’d left the company two years earlier. No one could produce a document proving who was actually authorized to sign. That’s the risk a board resolution for signing authority exists to close.
The document itself is short, but skipping it, or writing it poorly, creates significant exposure: contracts a bank won’t honor, an auditor flags, or a vendor refuses to finalize because there’s no proof the signer could bind the organization in the first place. The company carries that risk even when the person who signed acted in good faith.
Here’s how to write a solid board resolution for signing authority, plus a template that you can copy and edit for your own unique circumstances.
Key Takeaways
- A board resolution for signing authority formally delegates the power to bind the company to named individuals or roles
- Under Delaware corporate law (and most state equivalents), the board is the ultimate source of authority and may delegate it to officers and agents through a resolution
- Scope, monetary thresholds, joint-signing requirements, and expiration triggers are the four elements most templates miss
- Certification by the corporate secretary, not the person granted authority, is what makes the resolution legally usable by banks, counterparties, and regulators
- Signing authority resolutions must be actively revoked when officers leave or roles change
What is a Board Resolution for Signing Authority?
A board resolution for signing authority is a board-approved resolution that grants one or more individuals the authority to sign specific categories on the organization’s behalf. This is different from the bylaws, which set the framework, or a power of attorney, which is a delegation from an individual rather than the board.
Under Delaware Code Title 8, Chapter 1, 141(a), the board manages the business of the corporation, and under 122(5), the board may appoint officers and agents with any delegation of authority to subject 141(a).
An improperly written signing authority resolution puts the company at risk, even when the person who signed acted in good faith.
When Does the Board Need to Pass a Signing Authority Resolution?
The board needs to pass a new signing authority resolution whenever a new person receives authority, or new categories of documents need to be signed on the organization’s behalf. Common triggers include:
- A new officer or executive is appointed and needs to bind the company on contracts within their unique scope
- The company is opening a new bank account, brokerage account, or credit facility, financial institutions usually require a resolution naming the signer
- The company is entering a category of transactions not previously authorized
- Existing authority is being expanded, restricted, or revoked because of a role change or departure
- The company is registering to do business in a new jurisdiction that requires evidence of signing authority
- An audit, due diligence process, or regulatory review has surfaced gaps in existing signing authority documentation
Personnel changes and new bank accounts require immediate updates. Even without a trigger event, review the resolution every one or two years, or whenever the organization goes through major restructuring.
What to Include in a Signing Authority Resolution
Most templates for these resolutions cover five or six fields and stop there. The details they skip are usually the ones that create the most risk. A strong signing authority resolution should include:
1. Identification of the Signers
Name the individuals receiving authority and include their titles. Some organizations also attach specimen signatures or reference a separate signing authority schedule.
2. Scope of Authority
Define exactly what the signer can execute on the organization’s behalf, vendor contracts, employment agreements, banking transactions, regulatory filings, etc.
3. Monetary Thresholds and Joint-Signing Requirements
Establish financial limits. Example: a CFO may approve contracts up to $100,000; contracts between $100,000 and $500,000 may require two signatures.
4. Duration and Revocation
State when the authority ends. The resolution may remain effective until revoked, expire after a fixed period, or terminate automatically when the individual leaves.
5. Certification Block
Include a certification signed by the corporate secretary or another authorized officer confirming that the resolution was properly adopted by the board.
6. Effective Date and Meeting Reference
Record the date of adoption and reference the board meeting minutes or written consent where the resolution was approved
Signing Authority Resolution Template
Signing Authority Resolution Template
[ORGANIZATION NAME]
Resolution of the Board of Directors: Signing Authority
RESOLVED, that the following individuals are authorized to execute documents on behalf of [Organization Name] within the scope described below:
| Name | Title | Scope of Authority | Monetary Threshold |
|---|---|---|---|
| [Name] | [Title] | [e.g., vendor contracts, banking transactions] | [e.g., up to $100,000] |
| [Name] | [Title] | [e.g., contracts requiring co-signature] | [e.g., $100,000–$500,000, requires second signature from Name/Title] |
FURTHER RESOLVED, that this authority [remains in effect until revoked by further board action / expires on [date] / terminates automatically upon the individual's departure from the organization, whichever occurs first].
FURTHER RESOLVED, that any transaction exceeding [$ amount] requires the signature of two authorized signers listed above.
Certification
I, the undersigned, being the duly appointed Corporate Secretary of [Organization Name], certify that the foregoing resolution was duly adopted by the Board of Directors at a meeting held on [date], in accordance with the organization's bylaws and applicable law, and that it remains in full force and effect as of the date below.
Corporate Secretary:
Date:
Reference: Board meeting minutes dated [date]
How the Board Portal Documents and Maintains Signing Authority
Like any corporate resolution, the board resolution for signing authority is useless unless you can provide it in the right place and at the right time. Scattered files, outdated copies, and missing certifications create governance risks.
Many board administrators are responding by centralizing signing authority records in their board portal, thus improving their document management process. Common practices include:
- Storing every signing authority resolution alongside the meeting minutes and the vote record that authorized it
- Using role-based permissions so the right people can verify active authority immediately
- Providing one-click access to certified copies for banks, auditors, lenders, and counterparties
- Building revocation workflows that flag resolutions when an officer leaves the organization
When everything related to resolutions lives in one place, the organization can demonstrate authority as soon as it becomes necessary.
To see how OnBoard can help your organization manage board decisions and governance records effectively, request a demo today.
Product Overview
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Frequently Asked Questions
Does every signing authority resolution need to be certified by the corporate secretary?
Every signing authority resolution does not always need to be certified by the corporate secretary. However, banks, auditors, regulators, and counterparties usually demand it. Without certification, proving the resolution was properly adopted becomes more difficult.
How is a signing authority different from a power of attorney?
A signing authority resolution is an authority delegated by the board. A power of attorney is an authority delegated by an individual.
Can AI safely draft a signing authority resolution from a template?
AI can help create a first draft of a signing authority resolution and improve consistency. The board should still review the scope, thresholds, and governance requirements.
How long does a signing authority resolution stay in effect?
A signing authority resolution remains effective until its stated expiration date or until it is revoked by a subsequent board action. Some resolutions also terminate automatically when the individual leaves the organization.
What happens if someone signs a contract outside their scope of authority?
If someone signs a contract outside their scope of authority, the organization may face disputes over whether the agreement is enforceable. It can also lead to compliance issues and internal governance concerns.
About The Author
- Gina Guy is an implementation consultant who specializes in working with nonprofit organizations get the most from their board meetings. She loves helping customers ease their workloads through their use of OnBoard. A Purdue University graduate, Gina enjoys refinishing furniture, running, kayaking, and traveling in her spare time. She lives in Monticello, Indiana, with her husband.
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