Key Takeaways - A corporate banking resolution is a formal board document that authorizes a corporation to open bank accounts and identifies who is permitted to access and manage them. - Every for-profit and nonprofit corporation in the United States generally needs a corporate banking resolution before a commercial bank will open a business account. - The resolution is an internal corporate document. In most cases, it does not need to be filed with a government agency, but banks typically require a copy to open the account. - A corporate banking resolution can also be used to close accounts, authorize loan applications, and remove authorized signatories. - 360 Legal Forms provides a free, attorney-vetted corporate banking resolution template you can create and download in minutes.
A corporate banking resolution is a formal written document, adopted by a corporation's board of directors, that authorizes the company to open one or more bank accounts and designates the individuals permitted to transact on those accounts. It is one of many business compliance documents a corporation should have from day one. Most commercial banks require this document before they will establish a business account in the corporation's name.
360 Legal Forms makes it simple to create a free corporate banking resolution template customized to your state in just a few steps.
What Is a Corporate Banking Resolution?
A corporate banking resolution is an official record of a board decision that authorizes specific banking actions on behalf of the corporation. It identifies the financial institution, establishes the account, and designates which officers or individuals have the authority to sign checks, make withdrawals, or execute financial transactions on the corporation's behalf.
The resolution also serves as formal documentation that the corporation is operating as a separate legal entity from its individual members, directors, or shareholders. Corporations are generally prohibited from commingling business and personal funds, and a banking resolution helps establish that separation from day one.
A corporate banking resolution can be issued at any point in the corporation's life, not only at formation. A new resolution is typically required when opening an additional account, changing the bank, or updating the list of authorized signatories.
Corporate Banking Resolution vs. LLC Banking Resolution
A corporate banking resolution is used by corporations (both for-profit and nonprofit). Limited Liability Companies (LLCs) use a similar document called an LLC Banking Resolution, which reflects the LLC's operating agreement structure rather than board authorization. The function is the same: authorizing a financial institution to open a business account and designating who can access it.
Other Names for a Corporate Banking Resolution
Depending on your state and institution, a corporate banking resolution may also be referred to as:
- Banking Resolution
- Board Resolution Regarding Bank Account
- Resolution of the Directors
- Corporation Banking Resolution
- Corporate Bank Resolution Agreement
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Who Needs a Corporate Banking Resolution?
Any corporation that needs to open, manage, or modify a business bank account generally needs a corporate banking resolution.
Common use cases include:
- New corporations at formation: Opening a business bank account is one of the first steps after incorporation. A banking resolution is typically required before the account can be established.
- Adding or changing authorized signatories: When personnel changes affect who is authorized to access the account, a new resolution documents the updated authorization.
- Opening additional accounts: Each new account at the same or a different bank may require its own separate resolution.
- Authorizing loan applications: Banks and lenders often require a corporate banking resolution as part of the loan approval process to confirm that the signing officer has board-level authority.
- Nonprofits: Nonprofit corporations are generally subject to the same banking requirements as for-profit corporations and typically need a banking resolution to open and manage accounts.
- Closing a bank account: A resolution may be required to formally authorize the closure of an existing corporate account.
What Does a Corporate Banking Resolution Include?
A complete corporate banking resolution template includes the following fields:
How to Fill Out a Corporate Banking Resolution
Completing a corporate banking resolution sample correctly helps ensure your bank accepts it and your internal records are accurate. Follow these steps:
Step 1: Record the Date and Location
Enter the date and address where the resolution is being adopted. This is typically the location of the board meeting or the principal office of the corporation.
Step 2: Identify the Corporation
Include the corporation's full legal name and the state where it was incorporated. This must match the information on the articles of incorporation.
Step 3: Designate the Bank
Enter the full legal name and address of the commercial bank where the account will be opened. If the resolution covers multiple banks, list each one separately.
Step 4: Name the Authorized Signatories
List the full legal name and title of each individual authorized to access the account and conduct transactions. Be specific about the scope of their authority — for example, whether they can sign checks, authorize wire transfers, or apply for loans.
Step 5: Document the Board Approval
List the names of the board members or directors who approved the resolution. If the resolution was adopted by written consent rather than at a formal meeting, note this in the document.
Step 6: Have the Certifying Officer Sign
The resolution must be signed by an authorized officer, typically the corporate secretary — who certifies that it is a true and accurate record of the board's decision. The certifying officer should retain the original in the corporation's minute book.
Use our form generator and skip the guesswork; your resolution is ready in minutes.
How to Create a Corporate Banking Resolution with 360 Legal Forms
Creating a free corporate banking resolution with 360 Legal Forms takes just a few minutes. Our form generator walks you through a short questionnaire and produces a board-ready document customized for your state. Once complete, download your resolution as a PDF or Word file from your secure online account.
What Information Will I Need to Create My Corporate Banking Resolution?
To build your document, have the following ready:
- Date and Location: The date and address where the resolution is adopted.
- State of Incorporation: The state where the corporation was formed.
- Company Name: Full legal name of the corporation.
- Bank Information: Full name and address of the designated commercial bank.
- Authorized Signatories: Full names, titles, and scope of authority for each authorized individual.
- Approving Group: Names of the board members or directors who approved the resolution.
- Certifying Officer: Name and title of the officer signing the resolution.
Corporate Banking Resolution Terms
- Board of Directors: A group of directors elected by shareholders to govern the corporation and make major decisions on its behalf.
- Resolution: A formal decision adopted by the board of directors or shareholders of a corporation, recorded in writing.
- Authorized Signatory: An individual granted official authority by the board to sign documents and conduct transactions on behalf of the corporation.
- Meeting Minutes: The official written record of everything discussed and decided at a corporation's formal meeting.
- Motion: A formal proposal made by a board member to take a specific action. A motion must be seconded and voted on to become a resolution.
- Waiver: A formal decision to relinquish a right or requirement, such as the requirement to hold a formal meeting before adopting a resolution.
- Fiduciary: A person legally obligated to act in the best interest of another party, such as directors acting on behalf of shareholders.
- LLC Banking Resolution: The LLC equivalent of a corporate banking resolution, used by limited liability companies to authorize banking activity. Browse related business legal forms at 360 Legal Forms.
Corporate Banking Resolution Signing Requirements
In most cases, a corporate banking resolution must be signed by the certifying officer — typically the corporate secretary — and may also require signatures from the chairman or other board members depending on the corporation's bylaws. The resolution is an internal document and does not generally need to be filed with a government agency or notarized. However, the bank may require a certified copy. Keep the original in the corporation's minute book and provide the bank with a copy as requested.
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What to Do With Your Corporate Banking Resolution
Once signed, keep the original corporate banking resolution in the corporation's minute book alongside other board records. Provide the bank with a certified copy when opening the account. The bank may also request supporting documents such as the articles of incorporation or the employer identification number (EIN). You can apply for an EIN at no cost through the IRS website.
If the resolution authorizes a loan or other financial transaction, provide a copy to the lender as part of the application package. For any future changes to the authorized signatories or banking institutions, a new resolution should be adopted and added to the minute book.
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Why Use 360 Legal Forms for Your Corporate Banking Resolution?
Easy Legal Documents at Your Fingertips
Generate a free corporate banking resolution in minutes without any legal experience. Our step-by-step questionnaire guides you through every required field so your document is complete and board-ready.
Easily Customized
Adjust your resolution to match your corporation's structure, state, and banking needs. Download unlimited revisions, sign online, and keep your completed document securely stored in your account.
Applicable to All 50 States
Every template in our library is reviewed by experienced attorneys and designed to work across all 50 states. Select your state and our form generator handles the rest.
Conclusion
A corporate banking resolution is one of the first and most important documents a corporation creates. It establishes the company's banking relationship, protects its separate legal status, and documents who has the authority to manage its finances. Getting it right from day one sets the foundation for proper corporate governance.
360 Legal Forms makes the entire process straightforward. Create your free corporate banking resolution today, customize it for your state, and download it as a PDF or Word document from your secure account. No legal experience required.
Bibliography
- Legal Information Institute · Cornell Law School · n.d.
- Internal Revenue Service · U.S. Department of the Treasury · n.d.
- U.S. Small Business Administration · SBA.gov · n.d.
