Authorised Signatory Resolution
Names who may sign for the company, for what, and up to what value.
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Certified true extract of the resolution passed at the meeting of the Board of Directors of [company name] held on [date] at [venue].
RESOLVED THAT the following persons be and are hereby severally authorised to sign, execute and deliver documents for and on behalf of the Company within the scope set out below:
| Name | Designation | Specimen signature |
|---|---|---|
| [add one signatory per line] |
RESOLVED FURTHER THAT the said authority extends to the following, and to nothing beyond it:
[add one line per class of document]
RESOLVED FURTHER THAT no single signatory may commit the Company beyond $ [amount] under any one contract without a further resolution of the Board.
RESOLVED FURTHER THAT this authority shall continue in force until revoked by a resolution of the Board, and that written notice of any revocation shall be given to any party who has been furnished with a copy of this resolution.
What is an Authorised Signatory Resolution?
An authorised signatory resolution names the people who may sign on the company's behalf, says what each of them may sign, and sets the value at which a second signature is required. Banks, tax portals, customs agents and tender authorities ask for it because they need something to rely on when a stranger signs. Without it, a counterparty can argue later that the person who signed had no authority to bind you.
It is asked for most often when opening a bank account or changing a mandate, but the same document supports registering on a tax or customs portal, submitting a tender, signing a lease, accepting a purchase order, or letting a branch manager approve payments up to a limit. Groups pass one for each subsidiary. New companies usually need it in the first week of trading, and established ones need to pass it again every time someone on the list joins, changes role or leaves.
How a company validly executes a document is set by statute and by your own constitution, and the rules differ. The UK Companies Act 2006 prescribes execution by two authorised signatories or by a director whose signature is witnessed; Australia's Corporations Act gives counterparties statutory assumptions when a document is signed in a particular way; India's Companies Act 2013 made the common seal optional and left the manner of authentication to the articles; in the United States it is state corporation law plus the bylaws. Check what your constitution says about execution and sealing, and whether a document intended for use abroad needs notarisation or an apostille.
The resolution delegates authority inside the company's own affairs. It is not a power of attorney, which is a formal instrument with its own execution and registration requirements and which, where it concerns an individual's personal or property affairs, should be prepared with a qualified adviser. It cannot give a signatory power the articles withhold from the board itself. It does not on its own update a bank mandate — the bank has its own form and specimen signature card — and it does not validate anything signed before the date it takes effect unless it expressly ratifies it.
What to put in an Authorised Signatory Resolution
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Company name | For example: Barton Technologies Inc. |
| CIN / registration no. optional | For example: U72900AP2024PTC112233 |
| Registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| Date of the meeting | Free text |
| Venue | For example: the registered office |
| Persons authorised | One per line: Name | Designation |
| What they may sign | One per line |
| Value limit | For example: 262,000 per contract |
| Chairperson | For example: James Whitfield |
How to write an Authorised Signatory Resolution
List each signatory with role and specimen
Give the full name as it appears on identity documents, the designation, the employee or director identification number, and an attested specimen signature for each. Banks match all four. Where a person signs in more than one capacity — director of the parent and manager of the branch — say which capacity this resolution covers, because the two usually carry different limits.
Define exactly what each may sign
Authority to sign all documents on behalf of the company is what a bank rejects and what a court reads narrowly against you. List the categories instead: operate the current account at the named bank and branch, sign purchase orders for goods and services, sign and file tax returns, sign contracts of employment below a stated grade. Anything not listed stays with the board.
Set money limits and joint signing rules
State a ceiling per transaction and, where it matters, per day, and say what happens above it: two signatories jointly, one of whom must be a director. Write the currency out in full. A single limit for every signatory is simpler to administer but usually wrong, and the bank will encode whatever you write straight into the mandate.
Fix the effective date and how it ends
Say when the authority starts and how it stops: on a stated end date, on the person ceasing to hold their post, or on the board revoking it by a later resolution. Automatic lapse on leaving employment is the clause that protects you when someone resigns at short notice. Add that authority continues until the bank has acknowledged a revocation in writing, so no gap opens.
Certify the extract and circulate it
Have the chair or the company secretary certify it as a true extract of the minutes, dated and signed, and use someone other than the signatory being authorised. Send the certified copy with specimen signatures to each bank, portal and counterparty that holds a mandate, and keep a register of who holds a copy so a revocation can reach all of them.
Common mistakes
- Granting authority for all banking and financial matters with no cap, which leaves a single employee able to move the entire balance.
- Omitting a revocation clause, so a departed employee stays live on the bank mandate until somebody happens to notice.
- Having the resolution certified by the very person it authorises, which most banks reject on sight and which destroys its evidential value.
- Failing to send the revocation to every bank and portal holding the old mandate, so the withdrawn authority keeps working at the ones you forgot.
- Naming a post rather than a person where the bank requires a specimen signature, which stalls the account opening until a fresh resolution is passed.
Frequently asked questions
What is an authorised signatory resolution?
A board resolution recording who may sign for the company, on what, and up to what value, issued as a certified extract so a third party can rely on it. It is the document a bank, tax portal or tender authority asks for when it needs proof that the individual in front of it can bind the company. It does not enlarge the board's own authority.
Does a bank need a board resolution to open a company account?
Almost always, alongside incorporation documents and identification for each signatory. Most banks have their own mandate form as well and will want the resolution to match it on account operation, limits and joint signing. Ask the bank for its preferred wording before the board meets — redrafting and re-passing the resolution because a clause was phrased differently is a common and avoidable delay.
How do you remove an authorised signatory?
Pass a fresh board resolution revoking the earlier authority, stating the name and the effective date, and send the certified extract to every bank, portal and counterparty holding the old mandate. Ask each for written confirmation that the change is in force. Until that confirmation arrives the old signature may still be honoured, which is why a register of who holds a copy matters.
Can a company have only one authorised signatory?
In most regimes yes, and small companies commonly do, but check your articles for any requirement that particular documents be executed by two people or by a director and a witness. Weigh the practical risk as well: a single signatory is a single point of failure for both fraud and absence. Naming a deputy with a lower limit costs nothing and prevents both.
What is the difference between an authorised signatory and a power of attorney?
An authorised signatory acts under the company's own internal delegation, recorded in a board resolution and revocable by another one. A power of attorney is a formal instrument granting an agent authority, often with its own execution, stamping or registration requirements, used where the delegation must work outside the company's ordinary structure. For a personal power of attorney, take it to a qualified adviser.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.