Board Resolution Format for Dormant Bank Account

CORPORATE BOARD RESOLUTION: REACTIVATION AND OPERATIONAL AUTHORIZATION OF DORMANT BANK ACCOUNT

Document ID: CORP-RES-BANK-001
Effective Date: [Insert Date]
Version: 1.0
Governing Jurisdiction: [Insert State/Country Jurisdiction]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate record. It is drafted to comply with general corporate governance standards for private limited companies. Legal counsel recommends verifying specific banking institution requirements (KYC/AML documentation) and local jurisdictional filing obligations regarding corporate seal usage and director registration requirements prior to execution.

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I. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company"), a corporation duly organized and existing under the laws of [Governing Jurisdiction], maintains a dormant bank account with [Bank Name] (the "Financial Institution"), identified by Account Number [Insert Account Number] (the "Account");

WHEREAS, the Board of Directors (the "Board") has determined that the reactivation and continued operation of the Account is in the best interests of the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes the actions specified in the operative clauses below.

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II. OPERATIVE CLAUSES

1. AUTHORIZATION OF REACTIVATION

The Board hereby authorizes and directs the officers of the Company to take all necessary actions to reactivate the Account with the Financial Institution, including the submission of updated Know Your Customer (KYC) documentation, proof of address, and updated lists of authorized signatories.

2. APPOINTMENT OF AUTHORIZED SIGNATORIES

The Board designates the following individuals as the sole authorized signatories to act on behalf of the Company regarding the Account, with the power to sign, endorse, draw, accept, and negotiate checks, drafts, bills of exchange, and other instruments:

• [Name 1], [Title]
• [Name 2], [Title]

3. SCOPE OF OPERATIONAL AUTHORITY

The authorized signatories are empowered to execute banking agreements, wire transfer authorizations, and service mandates required for the operational functionality of the Account, provided such actions remain within the scope of their corporate duties and the Company’s Bylaws.

4. INDEMNIFICATION OF FINANCIAL INSTITUTION

The Company agrees to indemnify and hold harmless the Financial Institution from any and all claims, demands, losses, or liabilities arising out of or related to the reactivation of the Account, provided the Financial Institution acts in accordance with the written instructions provided by the authorized signatories herein.

5. TERM AND TERMINATION

This resolution shall remain in full force and effect until such time as it is formally rescinded or amended by a subsequent resolution of the Board. Written notice of any such change shall be delivered to the Financial Institution within five (5) business days of adoption.

6. GOVERNING LAW

This resolution shall be governed by, construed, and enforced in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of law principles.

7. SEVERABILITY

If any provision of this resolution is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

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III. EXECUTION & SIGNATURE BLOCKS

CERTIFICATION: The undersigned, being the Secretary of [Company Full Legal Name], hereby certifies that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors at a meeting held on [Date], and that said resolution has not been rescinded or amended.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [WITNESS / BOARD MEMBER]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

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IV. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this document in Microsoft Word or Google Docs. Replace all bracketed text (e.g., [Company Full Legal Name]) with your specific corporate data. Ensure the Bank Account Number matches your banking records exactly.
2. Board Approval: Confirm that a quorum of the Board has reviewed the document. If your bylaws require a physical meeting, hold the meeting and record the minutes. If a Unanimous Written Consent is permissible, obtain signatures from all directors.
3. Digital Signature: Utilize an enterprise-grade platform such as DocuSign or Adobe Sign to capture signatures. Ensure the "Audit Trail" or "Certificate of Completion" is downloaded and saved alongside the signed resolution.
4. Bank Submission: Contact your relationship manager at the Financial Institution. Request their specific "Corporate Resolution Certification" form; while this document is legally binding, some banks require their internal templates to be signed in addition to this Board Resolution.
5. Record Retention: File the original signed resolution and the digital audit trail in the Company’s "Corporate Minute Book" (physical or digital). These records must be retained for the life of the Company plus seven (7) years to satisfy audit and tax compliance requirements.