Board Resolution Format for Bank Account Opening Sbi

BINDING CORPORATE RESOLUTION AND OPERATIVE BANKING MANDATE

DOCUMENT PREAMBLE & RECITALS

This Binding Corporate Resolution and Operative Banking Mandate (hereinafter the "Resolution") is adopted as of [Effective Date], by and between the Board of Directors of [Company Name], a [Jurisdiction of Incorporation] corporation, having its principal place of business at [Company Principal Address] (hereinafter the "Company"), and State Bank of India, a banking corporation constituted under the State Bank of India Act, 1955, having its local head office or branch at [SBI Branch Address] (hereinafter the "Bank").

WHEREAS, the Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, possessing full corporate power and authority to own its properties and conduct its business as currently pursued; and

WHEREAS, the Board of Directors of the Company has determined that it is in the best commercial interest of the Company to establish, maintain, and operate one or more commercial banking accounts with the Bank to facilitate its financial operations, treasury management, and corporate transactions; and

WHEREAS, this Resolution is executed pursuant to the applicable corporate statutes of [Jurisdiction] and the Articles of Incorporation and Bylaws of the Company, and is intended to constitute a binding legal mandate upon the Bank and the Company.

NOW, THEREFORE, BE IT RESOLVED, that the following operational definitions, substantive terms, and authorized mandates are formally adopted, approved, and ordered by the Board of Directors of the Company.

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SECTION 1: OPERATIONAL DEFINITIONS

For the purposes of this Resolution, the following terms shall have the precise legal meanings set forth below:

1.1 "Account" means any and all current accounts, savings accounts, cash credit accounts, overdraft facilities, term deposit accounts, or foreign currency accounts now or hereafter opened, maintained, or operated by the Company with the Bank.

1.2 "Authorized Signatory" means any corporate officer, director, employee, or agent explicitly designated in Section 3 of this Resolution, whose specimen signature is duly authenticated and registered with the Bank to execute financial instruments, issue instructions, and bind the Company.

1.3 "Bank" means State Bank of India, including its successors, assigns, domestic branches, and foreign offices wherein the Company maintains an Account.

1.4 "Board" means the duly constituted Board of Directors of the Company acting in accordance with the Company’s governing corporate instruments and applicable law.

1.5 "Company" means [Company Name], including its successors, legal representatives, and permitted assigns.

1.6 "Default" means any breach, non-performance, or violation of any covenant, representation, warranty, or obligation set forth within this Resolution or any associated master banking agreement.

1.7 "Electronic Banking Services" means any internet banking, corporate banking portal, wire transfer system, automated clearing house (ACH), API integration, or electronic data interchange service provided by the Bank to the Company.

1.8 "Force Majeure" means any unforeseeable event beyond the reasonable control of the affected party, including acts of God, natural disasters, war, terrorism, labor strikes, widespread utility failures, or governmental embargoes.

1.9 "Signatory Limit" means the maximum monetary threshold or transactional restriction imposed by the Board upon a specific Authorized Signatory, as detailed in the operative mandate schedules.

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SECTION 2: SUBSTANTIVE TERMS & OBLIGATIONS

2.1 Establishment of Accounts: The Board hereby authorizes and directs the establishment of one or more Accounts with the Bank in the legal name of the Company. The officers of the Company are authorized to execute all standard account opening forms, KYC documentation, and master services agreements required by the Bank.

2.2 Delegation of Authority: The Company hereby grants full power and authority to the Authorized Signatories designated herein to operate, manage, endorse, sign, draw, accept, or negotiate checks, drafts, bills of exchange, promissory notes, electronic funds transfers, and other orders for the payment of money drawn against or payable by the Bank from the Accounts.

2.3 Performance Metrics and Service Levels: The Bank shall execute payment instructions, clear instruments, and provide reporting services in accordance with the standard commercial operating procedures of State Bank of India and applicable regulatory frameworks, including reserve bank regulations and clearinghouse rules.

2.4 Representations and Warranties: The Company hereby represents and warrants that: (a) It possesses full legal capacity and corporate authority to enter into this Resolution and open the Accounts; (b) The adoption of this Resolution does not violate the Articles of Incorporation, Bylaws, or any material contractual obligation of the Company; and (c) All documents, resolutions, and specimen signatures provided to the Bank are authentic, accurate, and legally binding.

2.5 Duty of Notification: The Company covenants that it shall provide immediate written notice to the Bank, accompanied by an amended Board resolution, of any change in the composition of the Board, alteration of corporate structure, or revocation of any Authorized Signatory’s authority.

2.6 Indemnification: The Company shall defend, indemnify, and hold harmless the Bank, its officers, employees, and agents from and against any and all claims, liabilities, losses, damages, or legal expenses arising out of the Bank’s reliance upon this Resolution, provided the Bank acts in good faith and without gross negligence or willful misconduct.

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SECTION 3: DEFAULT, TERMINATION, AND REMEDIES

3.1 Classification of Breach: A Default shall occur if: (a) The Company fails to maintain required minimum balances, resulting in an unauthorized overdraft; (b) Any representation or warranty made by the Company is proven materially false or misleading; (c) The Company or the Bank breaches any material covenant or operating condition contained herein; or (d) Either party initiates insolvency, liquidation, or bankruptcy proceedings.

3.2 Notice and Cure Period: In the event of a remediable Default, the non-defaulting party shall issue a formal written notice of default specifying the exact nature of the breach. The defaulting party shall have a mandatory cure period of exactly thirty (30) business days from the receipt of such notice to rectify the default to the reasonable satisfaction of the non-defaulting party.

3.3 Termination Rights: (a) The Company may close any Account and terminate this mandate at any time by providing written notice to the Bank, subject to the settlement of all outstanding debit balances, loan obligations, and fees. (b) The Bank may terminate this mandate and close any Account upon thirty (30) days’ written notice to the Company, or immediately upon a non-cured Default, suspected illegal activity, or mandatory regulatory directive.

3.4 Legal Recourse and Remedies: Upon the expiration of the cure period without resolution of the Default, the non-defaulting party may exercise all available legal and equitable remedies, including judicial collection proceedings, set-off of funds held in alternate accounts, and recovery of reasonable legal fees and administrative costs.

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SECTION 4: BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Resolution is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

4.2 Entire Agreement: This Resolution, together with the standard account opening documentation and signature mandate cards executed concurrently herewith, constitutes the entire agreement between the Company and the Bank regarding the subject matter hereof, superseding all prior oral or written negotiations and understandings.

4.3 Force Majeure: Neither party shall be held liable for any failure or delay in the performance of its operational obligations under this Resolution if such failure arises directly from a condition of Force Majeure, provided that the affected party uses commercially reasonable efforts to mitigate the impact and resumes performance promptly upon cessation of the event.

4.4 Governing Law: This Resolution, and all rights, obligations, and disputes arising out of or related hereto, shall be governed by, construed, and enforced in accordance with the laws of [Jurisdiction / State / Country], without regard to its conflict of laws principles.

4.5 Dispute Resolution: Any legal action, suit, or proceeding arising out of or relating to this Resolution or the operation of the Accounts shall be instituted exclusively in the courts of [City, Jurisdiction]. The parties hereby irrevocably submit to the personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens. Alternatively, by mutual written consent, disputes may be referred to binding arbitration administered under the rules of [Arbitration Institution].

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SECTION 5: FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Corporate Secretary and presiding Director of the Company have executed this Resolution, certifying that the recitals, definitions, and terms set forth herein were duly adopted by the Board of Directors on [Effective Date], and that this mandate remains unrevoked and in full force.

FOR THE COMPANY:

Entity Name: [Company Name]

By: [Signature of Authorized Director]
Name: [Director Name]
Title: Managing Director / Chairman of the Board
Date: [Execution Date]

Attested By: [Signature of Corporate Secretary]
Name: [Secretary Name]
Title: Corporate Secretary / Legal Counsel
Date: [Execution Date]

FOR THE BANK (Acknowledge & Record):

Entity Name: State Bank of India ([SBI Branch Name/Location])

By: [Signature of Bank Official]
Name: [Bank Officer Name]
Title: Branch Manager / Authorized Signing Officer
Date: [Execution Date]