Board Resolution Sample for Account Opening

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF

[Company Legal Name]

---

DOCUMENT CONTROL & METADATA

• Effective Date: [Date]
• Document Version: 1.0
• Jurisdiction / Governing Law: State/Country of [State/Country]
• Corporate Identifier / EIN: [Insert EIN or Registration Number]

---

1. LEGAL NOTICE & COMPLIANCE DISCLAIMER

This document is a formal corporate resolution template designed to authorize the opening and operation of corporate financial accounts. It contains legal and operational mechanisms intended to satisfy standard institutional Know Your Customer (KYC) and Anti-Money Laundering (AML) banking mandates. Legal counsel and corporate operations teams must review all bracketed fields to ensure alignment with the company’s Articles of Incorporation, Bylaws, and applicable jurisdictional law prior to execution.

---

2. PARTIES & DEFINITIONS

• "Corporation": [Company Legal Name], a [State of Incorporation] corporation, having its principal place of business at [Principal Place of Business Address] ([Company Abbreviation/Short Name]).
• "Board": The duly elected and acting Board of Directors of the Corporation.
• "Financial Institution": [Name of Bank or Financial Institution], including any of its current or future branches, subsidiaries, or affiliates.
• "Authorized Persons": Those officers, directors, or designated agents explicitly empowered by Section 4 of this Resolution to manage corporate accounts.

---

3. RECITALS & AUTHORITY

WHEREAS, the Board of Directors of the Corporation deems it to be in the best commercial interest of the Corporation to establish and maintain one or more commercial depository, credit, or investment accounts with the Financial Institution; and

WHEREAS, the Corporation’s governing documents (Articles of Incorporation and Bylaws) permit the Board of Directors to authorize officers and agents to execute agreements, instruments, and documents necessary to conduct corporate financial operations;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions with full force and effect as of the Effective Date.

---

4. OPERATIVE CLAUSES & AUTHORIZED ACTIONS

1. Authorization to Open Accounts

The Corporation is hereby authorized to establish, maintain, and utilize one or more deposit, checking, savings, loan, or other financial accounts with the Financial Institution (collectively, the "Accounts").

2. Designation of Authorized Signatories and Agents

The following individuals (each, an "Authorized Person"), acting in their respective capacities, are hereby authorized and empowered, singly or jointly, to act on behalf of the Corporation in all matters pertaining to the Accounts:

• Name: [Full Legal Name of Signatory 1] | Title: [Corporate Title] | Specimen Signature: _______________________
• Name: [Full Legal Name of Signatory 2] | Title: [Corporate Title] | Specimen Signature: _______________________
• Name: [Full Legal Name of Signatory 3] | Title: [Corporate Title] | Specimen Signature: _______________________

3. Scope of Operational Authority

The Authorized Persons are individually or collectively authorized to perform the following acts with respect to the Accounts:

• Deposit & Endorse: Deposit funds, checks, drafts, notes, or other commercial paper payable to or belonging to the Corporation, and endorse the same for deposit or collection.
• Withdraw & Transfer: Withdraw, wire, transfer, or otherwise disburse funds of the Corporation by check, draft, electronic funds transfer, automated clearing house (ACH), or other means.
• Borrow & Negotiate: Negotiate, execute, and deliver promissory notes, loan agreements, credit facility documents, or other evidences of indebtedness to the Financial Institution, subject to any independent borrowing limits established by the Board.
• Execute Banking Agreements: Execute and deliver any standard account agreements, treasury management service agreements, corporate resolution forms, and other documentation required by the Financial Institution.

4. Ratification of Prior Acts

Any and all acts executed by any officer, director, or agent of the Corporation prior to the Effective Date in connection with the opening of the Accounts or the negotiation of services with the Financial Institution are hereby ratified, confirmed, and approved in all respects as the official acts and deeds of the Corporation.

5. Indemnification and Reliance by Financial Institution

The Financial Institution is entitled to rely upon this Resolution, and upon the continuing authority of the Authorized Persons designated herein, until receipt by the Financial Institution of a duly certified copy of a subsequent resolution of the Board revoking or modifying this Resolution. The Corporation agrees to indemnify and hold harmless the Financial Institution from any claims, losses, liabilities, or expenses arising out of or relating to the Financial Institution’s reliance upon this Resolution.

6. Continuous Effectiveness

This Resolution shall remain in full force and effect until written notice of its amendment or revocation, executed by the Secretary or Assistant Secretary of the Corporation and accompanied by a newly adopted superseding resolution, is formally delivered to the Financial Institution.

---

5. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, constituting the [Secretary / Sole Director / All Directors] of the Corporation, hereby execute this Written Consent as of the Effective Date set forth above.

Corporate Secretary / Certifying Officer:

• Signature: ____________________________________________________
• Printed Name: [Name of Secretary/Director]
• Title: [Secretary / Assistant Secretary / Director]
• Date: [Date]

Acknowledgment of Directors (if Unanimous Written Consent):

• Director Signature: ______________________________________________

  • Printed Name: [Director Name 1]
  • Date: [Date]

• Director Signature: ______________________________________________

  • Printed Name: [Director Name 2]
  • Date: [Date]

---

6. STEP-BY-STEP EXECUTION GUIDE

1. Review and Customize: Replace all bracketed placeholder text (e.g., [Company Legal Name], [State of Incorporation]) with accurate, verified corporate data. Ensure the jurisdictional references match the state where the company is legally formed.
2. Obtain Board Approval / Signatures:
   • If executed via Unanimous Written Consent, collect the physical or cryptographic signatures of all members of the Board of Directors (or the Sole Director, if applicable).
   • If executed via a Meeting, complete the standard corporate meeting minutes, attach this resolution as an exhibit, and have the Corporate Secretary sign the certification block.
3. Verify Specimen Signatures: Ensure that every individual designated as an Authorized Person in Section 4 provides a clear, verifiable specimen signature on the designated lines and on the Financial Institution's signature card.
4. Corporate Seal (Optional): Affix the official corporate seal to the execution page if required by the company's Bylaws or the receiving Financial Institution.
5. Submission to Bank: Transmit the fully executed resolution, along with required KYC documentation (Articles of Incorporation, Bylaws/Operating Agreement, Certificates of Good Standing, and government-issued identification for all Authorized Persons), directly to the Financial Institution’s commercial onboarding department.
6. Archiving: File the fully executed original resolution in the corporate minute book and retain a secure digital copy in the corporate compliance repository.