Granting Signing Authority
A simple board resolution for the granting of signing authority for a director or employee of a company in England and Wales. To be inserted in the general board resolution template provided by GitLaw.
Approval of Authorised Signatory
IT IS RESOLVED THAT:
Authorised signatories
[authorised signatory name], in their capacity as [signatory role], be and is hereby authorised to sign, execute and deliver, for and on behalf of the Company, such agreements, instruments and other documents (whether executed as a simple contract or otherwise) as may be necessary or desirable in connection with the Company’s business generally [specific matters for which authorisation is granted].
Limitations
This signing authority:
is subject to the Company’s Articles and any Company policies;
does not authorise the execution of documents as deeds unless separately approved by the board; and
shall not extend to any matter expressly reserved to the board or the shareholders.
Duration and revocation
This authority shall remain in force until revoked by further resolution of the board or, if earlier, until the cessation of the individual’s [appointment / employment].
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About this template
What is this template?
This is a formal record of a board's decision to delegate signing power to a specific individual. It is not an employment contract or a power of attorney, and it specifically excludes the authority to sign deeds.
When should you use it?
Use this when a company needs to authorize a non-director or a specific officer to bind the company to agreements. Use a Power of Attorney if the authority must extend to the execution of deeds.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Approval of Authorised Signatory | Authorises a specific individual by name and role to execute agreements and instruments for the Company's business. |
| Limitations | Limitations | Prohibits the execution of documents as deeds and requires compliance with the Company's Articles and internal policies. |
| Duration and revocation | Duration and revocation | Terminates the signing power upon a further board resolution or the cessation of the individual's appointment or employment. |
Who it's for
- a company director or officer requiring formal written authority to execute commercial contracts
- a board of directors delegating specific or general signing powers to an employee
How long it runs and how it's signed
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Frequently asked questions
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Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
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