Board Resolution Format for Account Closure

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS

FOR THE CLOSURE OF FINANCIAL ACCOUNTS

DOCUMENT CONTROL & METADATA

• Effective Date: [Date, e.g., October 24, 2023]
• Document Version: 1.0 (Production)
• Governing Jurisdiction: State/Country of [State/Country]
• Corporate Entity: [Company Legal Name], a [State of Incorporation] Corporation ([Corporation/LLC])

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1. OFFICIAL LEGAL NOTICE & COMPLIANCE DISCLAIMER

This document template is a standardized legal instrument designed to facilitate corporate account closure. It contains binding legal declarations that alter the corporate governance and financial posture of [Company Legal Name]. Unauthorized alteration of core operative text may invalidate the resolution or expose directors to fiduciary liability. Counsel review is advised prior to execution to ensure alignment with corporate bylaws, shareholder agreements, and existing debt covenants.

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2. PARTIES & DEFINITIONS

For the purposes of this Board Resolution, the following terms shall have the meanings ascribed below:

• "Corporation": [Company Legal Name], having its principal place of business at [Principal Office Address].
• "Board": The duly elected and acting Board of Directors of the Corporation.
• "Financial Institution": [Name of Bank/Financial Institution], including any subsidiaries, affiliates, or branches thereof.
• "Account(s)": The corporate banking, deposit, credit, investment, or custodial account(s) maintained by the Corporation with the Financial Institution, specifically identified by account numbers: [List Account Numbers or "All Accounts"].
• "Authorized Representative": Any officer, director, or designated agent authorized herein to execute the closure and distribution of remaining assets.

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3. OPERATIVE CLAUSES & TERMS

WHEREAS, the Board of Directors of the Corporation has deemed it to be in the best commercial and fiduciary interests of the Corporation to close the Account(s) held with the Financial Institution; and

WHEREAS, all outstanding operational obligations, pending transactions, liabilities, and clearing items associated with the Account(s) have been fully satisfied, settled, or provided for;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions unanimously:

1. Authorization to Close Account(s)

The Corporation is hereby authorized to close, terminate, and surrender the Account(s) held at the Financial Institution, effective as of [Closure Effective Date, or "the date of execution hereof"].

2. Designation of Authorized Representatives

The following officers and/or agents of the Corporation (each, an "Authorized Representative") are authorized, empowered, and directed, individually or collectively, to execute all documents, forms, agreements, and instruments required by the Financial Institution to effectuate the closure of the Account(s):

• Name: [Authorized Officer Name 1], Title: [Title, e.g., Chief Executive Officer]
• Name: [Authorized Officer Name 2], Title: [Title, e.g., Chief Financial Officer]

3. Disposition of Remaining Funds

Any residual, remaining, or unclaimed funds held within the Account(s) at the time of closure shall be transferred, via wire transfer, cashier's check, or ACH, to the following designated operating or reserve account of the Corporation:

• Destination Bank Name: [Destination Bank Name]
• Destination Routing Number (ABA/SWIFT): [Routing/SWIFT Number]
• Destination Account Number: [Destination Account Number]
• Destination Account Name: [Destination Account Name]

4. Revocation of Prior Mandates

All prior authorizations, signing authorities, and standing instructions previously granted to any officers, employees, or agents regarding the Account(s) are hereby revoked, terminated, and rendered null and void as of the effective date of closure, save for the limited authority to execute the closure itself.

5. Indemnification of Financial Institution

The Corporation hereby ratifies all previous lawful actions taken by the Financial Institution regarding the Account(s) and agrees to indemnify, defend, and hold harmless the Financial Institution, its directors, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable legal fees) arising directly or indirectly out of or in connection with the closure of the Account(s) pursuant to this Resolution.

6. Ratification of Acts

All acts, deeds, and transactions heretofore performed by any officer, director, or agent of the Corporation in connection with the transactions contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

7. Reliance by Third Parties

The Financial Institution is entitled to rely continuously upon the validity, legality, and binding nature of this Resolution until such time as the Financial Institution receives written notice of revocation executed by an authorized officer of the Corporation.

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4. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, being the duly elected and acting [Secretary / Corporate Secretary / Director] of the Corporation, hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors via [unanimous written consent / a formal meeting held on [Date]] in accordance with the Articles of Incorporation and Bylaws of the Corporation, and that said resolutions have not been amended, modified, or rescinded and remain in full force and effect.

Corporate Secretary / Certifying Officer:

• Signature: ____________________________________________________
• Printed Name: [Name of Secretary/Director]
• Title: [Title]
• Date: [Date]

Acknowledged and Approved by the Board of Directors:

• Director Signature: __________________________________________
  Printed Name: [Director Name 1] | Date: [Date]

• Director Signature: __________________________________________
  Printed Name: [Director Name 2] | Date: [Date]

• Director Signature: __________________________________________
  Printed Name: [Director Name 3] | Date: [Date]

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5. STEP-BY-STEP EXECUTION GUIDE

1. Review Corporate Governance Documents: Verify that the Corporation's Bylaws and Articles of Incorporation permit board action via written consent or outline the specific quorum requirements needed to pass a corporate resolution.
2. Complete Fillable Fields: Replace all bracketed text (e.g., [Company Name], [Account Numbers], [Destination Bank Details]) with precise corporate and financial data. Ensure account numbers match bank statements exactly.
3. Obtain Board Signatures: Secure the required number of signatures from the Board of Directors as mandated by your corporate governance rules (unanimous consent is standard for account closures).
4. Certification by Secretary: Ensure the Corporate Secretary or an authorized director signs and dates the certification block verifying that the resolution was lawfully adopted.
5. Bank Submission: Deliver a certified copy of this executed Resolution, along with any institution-specific account closure forms and proof of identification for the Authorized Representatives, to the target Financial Institution.
6. Corporate Record Archival: File the fully executed original resolution in the Corporation’s official Corporate Records Book / Minute Book alongside the confirmation of account closure received from the Financial Institution. Maintain for the statutory retention period (typically 7 years for financial and tax-related records).