bank-account-resolution

# Corporate Bank Account Resolution

Drafts board-level resolutions authorizing corporate banking relationships, signatory authority, and transaction limits in a format acceptable to financial institutions.

## Quick Start

Gather before drafting:

1. Corporate legal name and state of incorporation (from charter)
2. Bylaws provisions on board action, quorum, notice, written consent
3. Board action format: meeting (regular/special) or written consent, with approval threshold
4. Current officers/directors with titles and appointment dates
5. Bank name(s), account types, and any bank-specific form requirements
6. Signatories, signature requirements (single/joint), and dollar thresholds
7. Authority scope: deposits, withdrawals, ACH, wires, online banking, loans/credit, collateral
8. Prior banking resolutions to ratify or supersede

## Resolution Sections

Draft sections in this order, tailored to governance rules and bank requirements:

| Section | Content |
|---|---|
| Header | Corporate name, state, date, action method (meeting or written consent) |
| Authority Recitals | Bylaws/charter authority; quorum/notice or consent threshold; business need |
| Account Authorization | Bank name(s), permitted account types; open/maintain/close/modify authority |
| Signatory Authority | Authorized persons by name and/or title; single vs joint; threshold rules |
| Transaction Authority | Checks, ACH, wires, online banking scope; limits and approval steps |
| Borrowing Authority | Loan/credit limits, collateral, approval constraints (if applicable) |
| Bank Forms | Authority to execute bank-required documents and signature cards |
| Ratification | Validate prior actions taken in good faith |
| Supersession | Replace prior conflicting banking resolutions |
| Effectiveness | Effective date; duration until amended/revoked |
| Officer Changes | Authority termination on separation; bank notification obligation |
| Certification | Secretary certification of adoption and current validity |
| Signatures | Secretary signature block; optional corporate seal |

## Authority Matrix

Complete this matrix and mirror values in resolution clauses:

| Action | Authorized Person/Title | Signature Requirement | Dollar Limits | Notes |
|---|---|---|---|---|
| Open/close accounts | | | | |
| Checks | | | | |
| ACH | | | | |
| Wires | | | | |
| Online banking | | | | |
| Loans/credit | | | | |
| Collateral pledges | | | | |

## Template

```text
CORPORATE RESOLUTION OF [LEGAL NAME]
State of Incorporation: [STATE]
Date: [DATE]
Adopted by: [BOARD MEETING / WRITTEN CONSENT]

WHEREAS, the Board is authorized under the charter and bylaws to adopt resolutions
for the conduct of corporate business and banking relationships; and
WHEREAS, the Corporation requires banking services for ordinary business operations;

RESOLVED, that [BANK NAME] is authorized as a depository and service provider, and the
Corporation may open and maintain [ACCOUNT TYPES] at [BANK NAME];

RESOLVED, that the following persons are authorized signatories:
[NAME, TITLE] [single/joint authority] [thresholds];

RESOLVED, that authorized signatories may execute checks, ACH, wire transfers, and
online banking transactions within the limits set forth herein;

RESOLVED, that [if applicable] the Corporation may obtain loans/credit up to [AMOUNT],
and may execute promissory notes and related documents, subject to [limits/approvals];

RESOLVED, that authorized persons may execute all agreements, signature cards, and
forms required by the bank to establish and maintain the relationship;

RESOLVED, that all prior actions taken consistent with these authorizations are ratified;

RESOLVED, that this resolution supersedes all prior conflicting banking resolutions;

RESOLVED, that this resolution is effective as of [DATE] and remains in effect until
amended or revoked by the Board, with notice of any revocation provided to the bank;

RESOLVED, that authority of any individual ceases upon separation from the Corporation
and the Corporation will promptly notify the bank of changes.

CERTIFICATION
I, [NAME], Secretary of [LEGAL NAME], certify that the foregoing resolution was duly
adopted on [DATE] in accordance with the bylaws and applicable law, and remains in
full force and effect as of [DATE].

__________________________          Date: ____________
[NAME], Secretary
[Corporate Seal, if used]
```

## Compliance Checklist

- [ ] Legal name and state match charter
- [ ] Board action method complies with bylaws and state law
- [ ] Quorum/notice or written consent threshold documented
- [ ] Signatories and limits align with internal approvals
- [ ] Borrowing authority scoped and limited if included
- [ ] Prior resolutions superseded or preserved as intended
- [ ] Ratification included only for actions taken in good faith within intended authority
- [ ] Secretary certification included with current date

## Pitfalls

- Verify state corporate statute requirements for written consent, notice, and quorum — adjust language to match.
- Use names and titles exactly as in corporate records.
- Do not grant broader authority than necessary — document dollar thresholds and joint signature rules.
- If including borrowing/collateral authority, ensure board-approved limits and required additional approvals are stated.
- Banks may require their own forms — keep execution authority broad enough to cover bank forms without new board action.