Board Resolution Format for Removal of Authorised Signatory in Bank

BOARD RESOLUTION FOR REVOCATION OF AUTHORIZED SIGNATORY AUTHORITY

Document ID: BR-BANK-REV-2024-001
Effective Date: [Date of Meeting]
Version: 1.0
Governing Jurisdiction: [Insert State/Country Jurisdiction]

1. STATUTORY AND LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is a template drafted for institutional use. It assumes that the underlying corporate bylaws, Articles of Incorporation, and applicable local banking statutes authorize the Board of Directors to appoint and remove signatories. Users must verify local jurisdictional requirements regarding "Certified Copies" and "Corporate Seals." This document does not constitute personalized legal advice.

2. PARTIES AND RECITALS

Company Name: [Company Full Legal Name]
Principal Office Address: [Insert Address]
Bank Institution: [Full Bank Name and Branch]
Account Number(s): [List applicable Account Numbers]

WHEREAS, the Board of Directors (the "Board") of [Company Full Legal Name] (the "Company") maintains corporate banking relationships with [Bank Name] (the "Bank");

WHEREAS, the Board previously authorized [Name of Person to be Removed] to act as an authorized signatory on the Company’s accounts;

WHEREAS, the Board, in the exercise of its fiduciary duty and administrative oversight, has determined it is in the best interest of the Company to revoke such authorization effective as of the date hereof.

3. OPERATIVE CLAUSES

1. REVOCATION OF AUTHORITY: The Board hereby formally revokes, rescinds, and terminates, effective immediately, all signing authority, powers of attorney, and administrative access granted to [Name of Person to be Removed] (the "Outgoing Signatory") in relation to all accounts, credit facilities, safe deposit boxes, and financial instruments held by the Company at [Bank Name].

2. NOTIFICATION TO FINANCIAL INSTITUTIONS: The Secretary of the Company is hereby authorized and directed to deliver a certified copy of this Resolution to [Bank Name] and to take all further actions, including the execution of bank-specific change-of-signatory forms, required to ensure the Outgoing Signatory’s access is fully and permanently disabled.

3. RATIFICATION OF PRIOR ACTS: This resolution is prospective in nature and shall not impair the validity of any transaction or instrument executed by the Outgoing Signatory prior to the Effective Date of this Resolution, provided such transactions were within the scope of their authority at the time of execution.

4. LIMITATION OF LIABILITY: The Company hereby agrees to indemnify and hold harmless [Bank Name] from and against any and all claims, damages, losses, or liabilities arising from the Bank's reliance on this Resolution, or from any delay in processing this revocation, provided the Bank acts in accordance with its standard internal operating procedures.

5. GOVERNING LAW AND JURISDICTION: This Resolution and the actions taken hereunder shall be governed by and construed in accordance with the laws of [Governing Jurisdiction]. Any disputes arising regarding the authority of signatories shall be resolved exclusively in the courts located within [Governing Jurisdiction].

6. ENTIRE AGREEMENT: This Resolution constitutes the entire directive of the Board regarding the revocation of the specified signatory’s authority and supersedes any prior Board resolutions or corporate mandates to the contrary.

4. EXECUTION AND CERTIFICATION

CERTIFICATION BY SECRETARY: I, [Secretary Name], Secretary of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors at a meeting held on [Date], at which a quorum was present and voting, and that said Resolution has not been amended or rescinded.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Name of Board Chair/Director] Title: Chair of the Board Date: [Date]

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

5. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Populate all bracketed fields. Ensure the "Account Number(s)" section is exhaustive to prevent residual access.
2. Board Approval: Ensure the meeting is recorded in the Corporate Minute Book. If the Board is acting via "Unanimous Written Consent," ensure all directors sign the consent form.
3. Verification: Verify the identity of the Outgoing Signatory against company HR records to avoid ambiguity.
4. Digital/Physical Execution:
   • Print the document on company letterhead.
   • If using DocuSign/Adobe Sign, ensure a "Certificate of Completion" is attached to the final PDF.
   • Affix the corporate seal if required by the Bank’s specific documentation requirements.
5. Bank Submission: Hand-deliver or courier the Certified Copy to your Bank Relationship Manager. Request a written confirmation/receipt from the Bank confirming the change has been processed in their core banking system.
6. Record Retention: Retain the original signed Resolution in the Company’s Permanent Corporate Records (Minute Book) for a minimum of seven (7) years or as required by local tax/statutory audit regulations.