Board Resolution Format for Bank

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS

OF

[Company Legal Name]

DOCUMENT CONTROL:

• Effective Date: [Date]
• Document Version: [Version Number, e.g., 1.0]
• Jurisdiction/Scope: [State/Country of Incorporation]
• Governing Standard: Corporate Authorization & Banking Operations

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1. LEGAL NOTICE & COMPLIANCE DISCLAIMER

CONFIDENTIALITY & LEGAL ADVICE NOTICE: This document is a template designed to meet general corporate and banking compliance standards under [Applicable State/National Law]. Corporate resolutions carry significant legal, financial, and fiduciary implications. This template must be reviewed, customized, and approved by qualified legal counsel and verified against the specific bylaws, articles of incorporation, and internal governance rules of [Company Legal Name] prior to execution and submission to any financial institution.

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2. PARTIES & DEFINITIONS

For the purposes of this Resolution, the following terms shall have the designated meanings:

• "Company": [Company Legal Name], a [Corporation / LLC / Partnership] organized and existing under the laws of [Jurisdiction], with its principal place of business at [Company Address].
• "Board": The Board of Directors (or Managing Members/Managers) of the Company.
• "Bank": [Full Legal Name of Bank], including any of its subsidiaries, affiliates, branches, and successors.
• "Authorized Person(s)": The officer(s), employee(s), or agent(s) explicitly designated in Section 4 of this Resolution to act on behalf of the Company in relation to the Bank.

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3. RECITALS

WHEREAS, the Company desires to establish, maintain, and utilize commercial banking relationships, credit facilities, treasury services, and deposit accounts with the Bank to facilitate the operational and financial requirements of the Company; and

WHEREAS, the Bank requires certified corporate authorization confirming the authority of the Company's representatives to execute banking agreements, draw funds, issue instructions, and bind the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following operational clauses and authorizations in full force and effect:

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4. OPERATIVE CLAUSES & TERMS

1. Establishment of Accounts

The Board hereby authorizes the opening, maintenance, and closing of one or more demand deposit, savings, sweep, money market, or other commercial accounts with the Bank in the name of the Company. Any officer of the Company is authorized to execute all standard account agreements, signature cards, and ancillary documentation required by the Bank.

2. Designation of Authorized Signatories and Agents

The following individual(s), holding the designated office(s) or position(s) within the Company, are hereby authorized and empowered, singly or jointly, to act on behalf of the Company in all transactions with the Bank:

3. Scope of Operational Authority

The Authorized Persons are individually (or jointly, as specified herein: [Specify joint requirements if any, or write "N/A"]) authorized and empowered to:

1. Deposit and Withdraw: Endorse, deposit, cash, or draw checks, drafts, money orders, or other orders for the payment of money drawn upon or belonging to the Company, utilizing any funds held by the Bank.
2. Execute Instruments: Make, execute, and deliver promissory notes, loan agreements, letters of credit, security agreements, and other evidence of indebtedness up to a maximum limit of [Maximum Amount, e.g., $500,000 USD] without further specific Board approval.
3. Electronic & Treasury Services: Enroll in, administer, and execute agreements for online banking, automated clearing house (ACH) transactions, wire transfers, corporate credit cards, merchant processing, and cash management services.
4. Foreign Exchange: Execute foreign exchange transactions, hedging contracts, and international trade finance instruments.

4. Borrowing and Granting of Security Interests

In addition to the general authorities granted above, the Board specifically authorizes the Company to borrow money from the Bank from time to time, up to the aggregate principal amount of [Loan/Credit Facility Amount, e.g., $1,000,000 USD], and to mortgage, pledge, hypothecate, or grant a security interest in any or all assets, inventory, accounts receivable, equipment, or intellectual property of the Company to secure the repayment of such borrowings.

5. Reliance by Bank

The Bank shall be entitled to rely fully upon the completeness, accuracy, and continuing validity of this Resolution, including the specimen signatures provided herein, until the Bank receives explicit written notice of revocation or amendment executed by an authorized officer of the Company. Any revocation or amendment shall not affect any action taken by the Bank prior to the receipt of such notice.

6. Indemnification of Bank

The Company agrees to indemnify and hold harmless the Bank, its directors, officers, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, and expenses (including reasonable legal fees) arising out of or relating to the Bank’s reliance upon this Resolution, provided the Bank acts in good faith and without gross negligence or willful misconduct.

7. Certification and Delivery

The Secretary or Assistant Secretary of the Company is hereby authorized and directed to certify to the Bank a true copy of this Resolution and the names and specimen signatures of the Authorized Persons, and to update such certifications whenever changes occur.

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5. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Directors (or the sole Director/Managing Member) of [Company Legal Name], have executed this Unanimous Written Resolution as of the Effective Date set forth above.

Directors / Managing Members:

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Signature
Name: [Director Name]
Title: [Director / Manager / Authorized Representative]
Date: [Date]

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Signature
Name: [Director Name]
Title: [Director / Manager / Authorized Representative]
Date: [Date]

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ATTESTATION & CERTIFICATION BY SECRETARY

I, the undersigned [Secretary / Assistant Secretary] of [Company Legal Name], do hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of the Company, and the keeper of the corporate records and seal.
2. The foregoing is a true, correct, and complete copy of the resolution duly adopted by the Board of Directors of the Company in accordance with the Articles of Incorporation/Organization and Bylaws/Operating Agreement on [Date].
3. Said resolution has not been modified, amended, rescinded, or revoked, and remains in full force and effect as of the date hereof.
4. The persons listed in Section 4 of this Resolution are the true, legal incumbents of the offices designated, and the signatures appearing opposite their names are their genuine specimen signatures.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company this [Day] day of [Month], [Year].

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[Secretary / Assistant Secretary Name], Secretary

(Corporate Seal, if applicable)

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6. STEP-BY-STEP EXECUTION GUIDE

1. Review Governance Documents: Cross-reference the Company’s Bylaws, Articles of Incorporation, or Operating Agreement to verify voting thresholds, quorum requirements, and whether written unanimous consents are legally permitted in lieu of a formal meeting under your jurisdiction.
2. Fill in the Brackets: Replace all bracketed placeholder text (e.g., [Company Name], amounts, dates, and names) with verified, accurate corporate data. Ensure exact legal names match state registry filings.
3. Execute Signatures: Have all required members of the Board of Directors sign and date the document in Section 5. Ensure specimen signatures are executed cleanly, as banks will audit these against future wire and check transactions.
4. Secretary Attestation: The Corporate Secretary or equivalent officer must complete, sign, and date the Attestation block confirming the authenticity of the records. Affix the corporate seal if required by the jurisdiction or the receiving Bank.
5. Bank Submission Package: Deliver the fully executed document directly to the designated commercial banking representative alongside:
   • Certificate of Good Standing from the state of incorporation.
   • Articles of Incorporation/Organization.
   • Government-issued photo identification for all Authorized Persons listed in the matrix.
6. Archival & Compliance: Retain the original executed resolution within the Company’s permanent Corporate Minute Book. Log the document control version and effective date in the internal compliance ledger.