Board Resolution Format for Payment Gateway

CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS

AUTHORIZATION OF PAYMENT GATEWAY INTEGRATION, MERCHANT ACCOUNTS, AND TREASURY OPERATIONS

Document ID: CR-FIN-2023-PG01
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State / Country of Incorporation]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional-grade corporate resolution format has been drafted by senior legal counsel to meet the stringent governance, corporate compliance, and institutional banking standards required for the establishment, authorization, and administration of corporate payment gateway services, merchant processing accounts, and treasury operations. This document is designed to satisfy the evidentiary and authority requirements of commercial banks, payment processors (e.g., Stripe, Adyen, PayPal), acquiring financial institutions, and regulatory bodies. Execution of this document requires strict adherence to the bylaws and articles of incorporation of [Company Full Legal Name]. Legal counsel and corporate secretaries must verify that quorum requirements and voting thresholds under the applicable corporate statute and internal governance documents are fully satisfied prior to execution.

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2. PARTIES & RECITALS

THIS CORPORATE RESOLUTION is adopted by the Board of Directors of [Company Full Legal Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Principal Address] (hereinafter referred to as the "Company"), as of the [Effective Date].

WHEREAS, the Company engages in commercial transactions requiring secure, efficient, and scalable electronic payment processing, merchant acquiring services, and online payment gateway infrastructures;

WHEREAS, in order to facilitate said commercial operations, it is necessary and in the best commercial interests of the Company to establish, maintain, and operate one or more payment gateway accounts and merchant accounts with designated financial institutions, payment service providers, and payment processors (collectively, the "Payment Gateway Providers"); and

WHEREAS, the Board of Directors has reviewed the operational and financial requirements necessary to execute agreements, open accounts, and bind the Company to the contractual terms, pricing schedules, and compliance frameworks associated with such Payment Gateway Providers up to an aggregate transaction volume of [Amount in USD] or as otherwise required in the ordinary course of business;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby adopts, enacts, and authorizes the following operative clauses with full legal force and effect.

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

Section 1: Authorization of Payment Gateway and Merchant Accounts

1.1 The Board of Directors hereby authorizes and approves the establishment, opening, and maintenance of corporate payment gateway accounts, merchant processing accounts, and associated treasury sub-accounts with any reputable financial institution, credit card processor, or payment service provider, including but not limited to [Name of Payment Gateway Provider, e.g., Stripe, Inc. / Adyen N.V.].

1.2 The scope of this authorization includes the execution of all standard Merchant Processing Agreements, Terms of Service, API License Agreements, Privacy Policies, and ancillary documentation required by the Payment Gateway Providers to enable the processing of credit cards, debit cards, ACH transfers, wire transfers, and alternative digital payment methods (collectively, the "Gateway Agreements").

Section 2: Designated Authorized Officers

2.1 The following officers, directors, or designated management personnel of the Company (each, an "Authorized Officer") are hereby individually or collectively authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, finalize, execute, and deliver all Gateway Agreements, applications, compliance questionnaires, and related instruments:

• Name: [Authorized Signatory Name 1], Title: [Title / Role 1]
• Name: [Authorized Signatory Name 2], Title: [Title / Role 2]

2.2 The acts of any Authorized Officer taken pursuant to this Resolution, including the execution and delivery of any agreement, document, certificate, or instrument, shall be conclusively deemed to be the authorized acts of the Company.

Section 3: Financial Commitments, Fee Structures, and Settlement Accounts

3.1 The Authorized Officers are hereby authorized to agree to such fee structures, discount rates, transaction fees, monthly minimums, rolling reserves, chargeback fees, and security deposits as may be required by the Payment Gateway Providers in the ordinary course of business.

3.2 All funds collected, cleared, or processed through the payment gateway facilities shall be deposited directly into the Company's designated operating or depository bank account maintained at [Name of Depository Bank], bearing Account Number [Account Number Masked / Ending in XXXX] and Routing Number [Routing Number]. No individual or entity other than the Company shall possess direct beneficial ownership of said settlement accounts without express prior Board ratification.

Section 4: Compliance, Anti-Money Laundering (AML), and Know Your Customer (KYC)

4.1 The Company shall maintain strict compliance with all applicable local, national, and international laws, regulations, and industry standards, including the Payment Card Industry Data Security Standard (PCI-DSS), Anti-Money Laundering (AML) statutes, Counter-Terrorist Financing (CTF) regulations, and applicable consumer protection laws.

4.2 The Corporate Secretary or an Authorized Officer is hereby authorized to certify the beneficial ownership structure, corporate governance documents, tax identification numbers, and resolution status of the Company to any Payment Gateway Provider or regulatory authority as required to satisfy KYC and onboarding verification protocols.

Section 5: Ratification of Prior Acts

5.1 Any and all past actions taken by any director, officer, employee, or agent of the Company prior to the Effective Date in connection with the negotiation, establishment, or preliminary operation of any payment gateway or merchant account are hereby ratified, confirmed, and approved in all respects as acts of the Company.

Section 6: Indemnification and Liability Management

6.1 The Company acknowledges that it shall be bound by the indemnification obligations, limitation of liability clauses, and risk allocation frameworks set forth in the standard terms of the Payment Gateway Providers. The Authorized Officers are instructed to review such risk allocations to ensure they align with the risk tolerance and capitalization of the Company.

Section 7: Duration, Modification, and Revocation

7.1 The authorizations conferred by this Resolution shall remain in full force and effect until written notice of revocation, modification, or amendment, duly adopted by the Board of Directors, is formally delivered to the respective Payment Gateway Providers. Termination of any specific gateway relationship shall not automatically revoke the general authority granted herein to establish alternative processing relationships.

Section 8: Severability

8.1 If any provision, clause, or section of this Resolution is held to be invalid, illegal, or unenforceable by a court or administrative body of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or section of this Resolution, and this Resolution shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 9: Governing Law and Jurisdiction

9.1 This Resolution, and all rights and obligations arising herefrom or in connection herewith, shall be governed by, construed, and enforced in accordance with the laws of the jurisdiction of [State / Country of Incorporation], without regard to its conflict of laws principles.

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4. CERTIFICATION OF CORPORATE SECRETARY

I, [Corporate Secretary Name], the duly elected, qualified, and acting Corporate Secretary of [Company Full Legal Name], hereby certify that:

1. The foregoing Resolution was duly adopted by the Board of Directors of the Company in accordance with the applicable corporate statute and the Articles of Incorporation and Bylaws of the Company on [Effective Date].
2. A quorum of the Board of Directors was present and voting throughout the meeting (or unanimous written consent was executed in lieu of a meeting).
3. The said Resolution has not been amended, modified, superseded, or rescinded, and remains in full force and effect as of the date hereof.
4. The specimen signatures set forth below are the genuine signatures of the Authorized Officers empowered to act pursuant to this Resolution:

• Name: [Authorized Signatory Name 1] | Title: [Title / Role 1] | Signature: ___________________________
• Name: [Authorized Signatory Name 2] | Title: [Title / Role 2] | Signature: ___________________________

IN WITNESS WHEREOF, I have hereunto executed my name and affixed the seal of the Company as of this [Effective Date].

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[Corporate Secretary Name], Corporate Secretary
[Company Full Legal Name]

(AFFIX CORPORATE SEAL HERE, IF APPLICABLE)

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5. EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

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

FOR COUNTERPARTY / PAYMENT GATEWAY PROVIDER (IF APPLICABLE):

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

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6. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this document in Microsoft Word or Google Docs. Utilize the Find and Replace function to locate all bracketed variables (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) and replace them with the exact legal particulars of your corporate entity and transaction requirements. Never leave placeholder summaries in the final text.
2. Authority & Quorum Verification: Review the Company’s Bylaws and Articles of Incorporation to confirm that the Board of Directors possesses the requisite authority to pass resolutions regarding financial accounts and payment processing, and verify that a quorum of directors has approved the measure.
3. Execution by Corporate Officers: Ensure that the designated Authorized Officers and the Corporate Secretary sign the document where indicated. If the corporation utilizes a corporate seal, impress or affix it in the designated section of the Corporate Secretary's Certification.
4. Digital Signature Processing: If executing remotely, route the finalized document through an enterprise-grade digital signature platform (such as DocuSign or Adobe Sign) configured with multi-factor authentication to ensure audit trail integrity and compliance with the ESIGN Act and eIDAS regulations.
5. Institutional Submission: Transmit the fully executed Resolution, along with a Certificate of Good Standing and Articles of Incorporation, to the compliance, underwriting, or risk department of the designated Payment Gateway Provider or acquiring bank.
6. Record Retention: File the original executed Resolution in the permanent Corporate Minute Book of the Company under the appropriate financial and banking resolutions tab, and maintain a digital copy within the Company's secure contract operations repository for a minimum of seven (7) years following the termination of all associated gateway accounts.