The Resolution of Authority Template is a critical corporate governance document used in Australian business operations to formalize the delegation of authority within an organization. It is typically required when a company needs to officially authorize specific individuals or roles to act on behalf of the organization, such as signing contracts, making financial decisions, or handling specific operational matters. The document must comply with the Corporations Act 2001 (Cth) and relevant state legislation, and is commonly used during corporate restructuring, appointment of new officers, or establishment of new operational procedures. The template includes comprehensive details about the scope of authority, limitations, conditions, reporting requirements, and duration of the delegation, ensuring clear accountability and proper corporate governance.
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1. Title and Date: Formal identification of the document as a Resolution of Authority and the date of the resolution
2. Entity Details: Full legal name and ACN/ABN of the entity making the resolution
3. Meeting Details: Information about when and where the resolution was passed, including type of meeting (board/shareholder)
4. Present Parties: List of directors/shareholders present at the meeting
5. Background: Context explaining why the authority is being granted
6. Definitions: Key terms used throughout the resolution
7. Resolution Statement: The formal 'RESOLVED THAT' statement outlining the main decision
8. Scope of Authority: Detailed description of the powers being granted
9. Duration and Termination: Period for which the authority is valid and conditions for termination
10. Execution: Signature blocks for authorized signatories
1. Conditions Precedent: Any conditions that must be met before the authority becomes effective
2. Reporting Requirements: Requirements for the authorized person to report on their activities
3. Delegation Restrictions: Specific limitations on the ability to delegate the granted authority
4. Compliance Requirements: Specific regulatory or internal compliance requirements
5. Indemnification: Provisions for indemnifying the authorized person when acting within scope
6. Insurance Requirements: Required insurance coverage for the authorized person
7. Revocation Process: Specific procedures for revoking the authority
8. Conflict Resolution: Procedures for resolving disputes about the exercise of authority
1. Schedule A - Authorized Persons: Detailed list of individuals being granted authority, including their positions and contact details
2. Schedule B - Scope of Powers: Detailed breakdown of specific powers and limitations, including financial thresholds
3. Schedule C - Specimen Signatures: Signature specimens of authorized persons for verification purposes
4. Schedule D - Required Forms: Templates of forms or documents that must be used when exercising the authority
5. Appendix 1 - Supporting Documents: Copies of relevant supporting documentation (e.g., board minutes, constitution excerpts)
6. Appendix 2 - Compliance Checklist: Checklist of compliance requirements and procedures for exercising authority
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