Board Resolution Format for New Bank Account Opening

BOARD RESOLUTION: AUTHORIZATION FOR ESTABLISHMENT OF CORPORATE BANK ACCOUNT

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

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate record. It is drafted to comply with standard corporate governance practices under the Revised Model Business Corporation Act (RMBCA) and equivalent international commercial codes. The user is responsible for ensuring that the contents herein align with the Company’s Bylaws and the specific requirements of the chosen financial institution. If the Company’s Articles of Incorporation or Bylaws require a specific supermajority vote or specialized notice period, this document must be amended accordingly. Consult with local legal counsel to ensure jurisdictional enforceability.

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1. CORPORATE IDENTIFICATION & RESOLUTIONS

WHEREAS, [Company Full Legal Name] (the “Company”), a corporation duly organized and existing under the laws of [Jurisdiction], requires the establishment of a commercial banking relationship to facilitate the effective management of its corporate financial affairs;

RESOLVED, that the Board of Directors of the Company hereby authorizes the opening of one or more depository or transaction accounts (the "Account(s)") with [Bank Name] (the “Bank”);

RESOLVED FURTHER, that the individuals holding the following positions within the Company are hereby designated as “Authorized Signatories” to open, operate, and close said Account(s) on behalf of the Company:

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

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2. OPERATIVE CLAUSES & SCOPE OF AUTHORITY

2.1 Scope of Authority: The Authorized Signatories are empowered, acting [Individually / Jointly], to execute any and all documents required by the Bank, including but not limited to, signature cards, account agreements, wire transfer authorizations, treasury management service agreements, and online banking access protocols.

2.2 Transactional Limits: The Authorized Signatories are empowered to negotiate, execute, and deliver all agreements, instruments, and documents necessary or appropriate to carry out the business of the Company in connection with said Account(s), subject to an individual transaction limit of [Amount in USD] unless otherwise approved by a subsequent resolution of this Board.

2.3 Delegation: The Authorized Signatories are further authorized to delegate the authority to initiate routine payment instructions or monitor account activity to such other employees as they deem necessary for the day-to-day operations of the Company, provided such delegation is documented in writing and kept in the corporate minute book.

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3. REPRESENTATIONS & WARRANTIES

The Company represents and warrants that: (a) it is a legal entity in good standing; (b) this Resolution has been duly adopted in accordance with the Company’s governing documents; (c) the Bank may rely upon this Resolution until a certified copy of a subsequent Board Resolution revoking or amending this authority is delivered to and acknowledged by the Bank in writing.

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4. GOVERNING LAW & DISPUTE RESOLUTION

4.1 Governing Law: This Resolution and the relationship established with the Bank shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.

4.2 Dispute Resolution: Any controversy or claim arising out of or relating to the maintenance of the Account(s) shall be settled by binding arbitration administered by the [Relevant Arbitration Association, e.g., AAA] in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

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5. MISCELLANEOUS

5.1 Severability: If any provision of this Resolution is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect. 5.2 Entire Agreement: This Resolution constitutes the entire agreement regarding the authorization of the Bank Account(s) and supersedes all prior discussions or resolutions pertaining to the subject matter hereof.

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6. EXECUTION & SIGNATURES

CERTIFICATION: I, the undersigned, being the [Secretary/Assistant Secretary] of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the resolution duly adopted by the Board of Directors of the Company on the [Date], and that said resolution has not been amended or repealed.

FOR [COMPANY FULL LEGAL NAME]:

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

ATTESTED BY:

Signature: _____________________________________ Printed Name: [Secretary Name] Title: Secretary Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed [ ] fields with the specific information relevant to your entity. Do not leave empty brackets.
2. Board Approval: Ensure the Board of Directors reviews and votes on this resolution. The meeting must be recorded in the corporate minute book.
3. Certification: The Corporate Secretary must sign the document. If the bank requires, have the signature notarized to verify the Secretary’s identity.
4. Digital Execution: If utilizing DocuSign or Adobe Sign, ensure the "Audit Trail" feature is enabled to capture IP addresses and timestamps, which serves as evidentiary support for the validity of the resolution.
5. Record Retention:
   • Original: Provide the original (or a certified copy) to the Bank’s relationship manager.
   • Internal: File a certified copy in the Company’s Permanent Minute Book.
   • Digital: Save a PDF/A version in your secure corporate governance cloud storage.
6. Verification: Always confirm with the Bank’s specific "Corporate Resolution" template, as some financial institutions mandate the use of their internal proprietary forms alongside this Board Resolution.