Board Resolution Format for Account Opening

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF [COMPANY NAME]

DOCUMENT CONTROL

• Effective Date: [Date, e.g., October 24, 2023]
• Document Version: 1.0
• Jurisdiction/Scope: [State/Country of Incorporation, e.g., State of Delaware]
• Governing Standard: Corporate Governance & Commercial Banking Operations

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OFFICIAL NOTICE & DISCLAIMER

This document is a standardized corporate template designed to facilitate commercial bank account opening procedures. It imposes binding legal obligations upon the Corporation and its authorized representatives. Execution of this document requires strict adherence to corporate bylaws and applicable statutory frameworks. Legal Counsel and Corporate Operations recommend review by qualified local counsel prior to execution to ensure compliance with entity-specific articles of incorporation, bylaws, and foreign qualification requirements.

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PARTIES & DEFINITIONS

1. "Corporation": [Company Name], a [State/Country] [Corporation / LLC / Entity Type], having its principal place of business at [Principal Place of Business Address].
2. "Board": The duly elected and acting Board of Directors of the Corporation.
3. "Financial Institution": [Name of Bank / Financial Institution], including its subsidiaries, affiliates, successors, and assigns.
4. "Authorized Persons": The officers, directors, or designated agents explicitly enumerated in Section 2 of this Resolution.

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OPERATIVE CLAUSES & TERMS

1. Establishment of Depository Accounts RESOLVED, that the Board of Directors hereby authorizes the establishment of one or more commercial checking, savings, sweep, or other depository accounts (collectively, the "Accounts") with the Financial Institution in the name of the Corporation.

2. Designation of Authorized Signatories and Agents RESOLVED, that the following officers, employees, or agents of the Corporation (each, an "Authorized Signatory") are hereby authorized, empowered, and directed, acting individually or jointly as specified herein, to conduct all banking operations with the Financial Institution on behalf of the Corporation:

• Name: [Full Legal Name 1] | Title: [Title, e.g., Chief Executive Officer] | Specimen Signature: _______________________
• Name: [Full Legal Name 2] | Title: [Title, e.g., Chief Financial Officer] | Specimen Signature: _______________________
• Name: [Full Legal Name 3] | Title: [Title, e.g., Controller] | Specimen Signature: _______________________

3. Scope of Operational Authority RESOLVED, that the Authorized Signatories are hereby granted full power and authority to:

• a. Deposit, endorse, and deliver checks, drafts, certificates of deposit, notes, money orders, and other commercial paper payable to or belonging to the Corporation.
• b. Execute and deliver checks, drafts, electronic fund transfers, wire transfers, automated clearing house (ACH) transactions, and other withdrawal orders drawn against the Accounts, requiring the signature of at least [Number, e.g., one (1) / two (2)] Authorized Signatory(ies) for transactions exceeding [Amount, e.g., $50,000.00 USD].
• c. Negotiate, execute, and deliver agreements concerning treasury management, merchant services, corporate credit cards, foreign exchange, and online banking portals.
• d. Apply for, execute, and deliver commercial loans, lines of credit, letters of credit, and associated security agreements, provided such actions have received prior specific approval from the Board where required by the corporate bylaws.

4. Ratification of Prior Acts RESOLVED, that all acts heretofore taken by any officer, director, or agent of the Corporation in connection with the negotiation, establishment, or operation of the Accounts with the Financial Institution prior to the date of this Resolution are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

5. Reliance and Indemnification by Financial Institution RESOLVED, that the Financial Institution is authorized to rely upon the certifications contained within this Resolution and the accompanying specimen signatures until such time as the Financial Institution receives formal, written notice of revocation or modification executed by an officer of the Corporation. The Corporation hereby agrees to indemnify and hold harmless the Financial Institution, its officers, directors, employees, and agents from any claims, losses, liabilities, or expenses arising directly or indirectly from the Financial Institution’s reliance upon this Resolution.

6. Certification and Continuing Validity RESOLVED, that the Corporate Secretary or an Assistant Secretary of the Corporation is hereby authorized and directed to certify to the Financial Institution the names of the current officers and directors of the Corporation and the specimen signatures of the Authorized Signatories, and to issue updated incumbency certificates as changes occur.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Directors (or the Secretary of the Corporation acting upon unanimous written consent pursuant to applicable statutory law and the corporate bylaws), have executed this Resolution as of the Effective Date written above.

CORPORATE ATTESTATION:

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Signature of Corporate Secretary / Authorized Officer

Printed Name: [Secretary Name]
Title: Corporate Secretary
Date: [Date]

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DIRECTORS' CONSENT / SIGNATURES:

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Director Signature

Printed Name: [Director Name 1]
Title: Director
Date: [Date]

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Director Signature

Printed Name: [Director Name 2]
Title: Director
Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE

1. Verify Corporate Authority: Confirm that the execution of this resolution complies with the Corporation’s Articles of Incorporation and Bylaws regarding quorum requirements, voting thresholds, and corporate purpose.
2. Complete All Placeholders: Replace all bracketed text (e.g., [Company Name], [Full Legal Name], amounts, and signing thresholds) with verified corporate data. Ensure no bracketed fields remain in the final document.
3. Capture Specimen Signatures: Ensure designated Authorized Signatories physically sign or digitally execute the specimen signature lines in Section 2.
4. Execution by Directors: Secure signatures from all members of the Board of Directors, or alternatively, execute via Unanimous Written Consent in lieu of a meeting if permitted by the governing jurisdiction's corporate statute.
5. Secretary Certification: The Corporate Secretary must sign the Corporate Attestation block to certify that the document represents a true, accurate, and unrevoked resolution of the Board.
6. Submission to Financial Institution: Deliver the fully executed original resolution, along with a certified Certificate of Incumbency, Articles of Incorporation, and Bylaws, directly to the Financial Institution's commercial onboarding representative.
7. Corporate Record Retention: File the executed original document in the Corporation’s official Minute Book and Corporate Records archive for ongoing compliance and audit readiness.