Among all the corporate resolutions made in a corporation’s formal meetings, the Corporate Banking Resolution is most commonly made at the initial incorporation to select commercial banking institutions and open bank accounts.
By extension, the Resolution also signifies the corporation as a separate entity from the principals. In effect, you or any of the members are not supposed to use personal bank accounts to conduct business. Corporations are explicitly prohibited from mixing business and private funds, including members, the board of directors, or shareholders.
During the initial incorporation of a company, one of the first steps is taking care of all the banking procedures, for instance, which commercial, financial institution to use, and who are the people authorized to transact the funds.
All of the above can be accomplished with one or more Corporate Banking Resolutions to specify designated commercial banks for the company and authorized individuals who have access to the accounts.
Just like a Corporate Banking Resolution can be used to open a bank account, you can execute another resolution to close said bank account or remove an authorized individual.
Depending on your state, a Corporate Banking Resolution may also be known as:
Banking Resolution
Board Resolution Regarding Banking Account
Resolution of the Directors
Banking Resolution of Corporation
Every corporation in the United States, for-profit and nonprofit, should use a Corporate Banking Resolution to open a corporate bank account.
It is also necessary for issuing an authorization to make certain purchasing decisions. Another everyday use of a Corporate Banking Resolution is to authorize a loan application.
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To create your document, please provide:
Date and Location: The date and address where the resolution arrived at
State: The state where the corporation was incorporated
Company’s Name: Full legal name of the corporation
Bank Information: Full name and address of the commercial bank designated in the resolution
Information on Authorized Signatories: Full legal names and pertinent information, such as the position of the individuals authorized to sign checks and access the bank account for the corporation
Information on Approving Group: The list of everyone who approved the resolution
Certifying Officer: Name and title of the person to certify the document
Meeting Minutes: Everything that happened in a corporation’s formal meeting
Motion: A formal proposal made by a member of the board in a formal meeting
Agenda: A list of things to go over in a corporation’s formal meeting
Waiver: The decision to abandon an absolute right or claim
LLC Banking Resolution: The LLC’s version of the Corporate Banking Resolution
Fiduciary: A person or entity obligated to act in the best interest of another
Shareholder: A person or entity owning shares in a corporation
Board of Directors: A group of directors retained by shareholders to act on their behalf
Revenue: A corporation’s total annual receipts
Before the secretary or another authorized officer signs the Corporate Banking Resolution, it is essential to review it with care. Check that the language is unambiguous and verify the date and location for accuracy.
An authorized representative should sign the Corporate Banking Resolution. As an internal document, it does not need to be notarized or filed with a government body. Just keep a copy of the resolution in the minute book.
A corporation’s debt capacity is the total debt that it can incur and pay back comfortably without risk of insolvency. The debt capacity can be based on several metrics, which may or may not include the company’s debt history. It depends on the actual entity or individual that estimates that capacity.
If you don’t set up a separate bank account for your corporation, you may not be able to separate the liability of the corporation from your own. You may also lose certain tax advantages. However, this is mostly reactive in nature, which is why it is commonly abused. You likely will not get caught until something happens that catches you out, which by then it might be too late.
This is a type of short-term loan that a corporation uses to bridge over, usually until more financing is secured that is necessary to sustain operations. The length of this loan is usually within a fiscal year and it comes with an interest rate that matches the desperation of the loan.
A bank teller or representative will often ask for the Corporate Banking Resolution before they would to open a bank account for the corporation, though sometimes small businesses may get away with just the authority to collect sales tax or the articles of incorporation. In the event that the resolution is rejected, your best course of action is to find out the reason for the rejection and take corrective measures
In a word, security. It can also be indispensable to demonstrate your company’s compliance with proper banking procedures and record-keeping.
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