Corporate Resolution – Bank Account Authorization

Corporate Resolution – Bank Account Authorization

Resolution of the Board of Directors

Opening and Operating Bank Accounts; Designating Authorized Signatories

Corporation: [________________________________]
State of Incorporation: [________________________________]
EIN / Tax ID: [________________________________]
Date of Resolution: [__/__/____]
Financial Institution: [________________________________] (the "Bank")
Bank Branch / Address: [________________________________]

Preamble

The undersigned, constituting all members of the Board of Directors (the "Board") of [________________________________] (the "Corporation"), a corporation duly organized and existing under the laws of the State of [________________________________], acting pursuant to Section 141(f) of the Delaware General Corporation Law (or equivalent applicable provision), hereby adopt the following resolutions by unanimous written consent:

Note on Bank Requirements: Many financial institutions require corporate resolutions to be on the bank's standard form or in a form acceptable to the bank's compliance department. This template should be reviewed alongside the bank's specific requirements. The bank may require additional documentation under the Bank Secrecy Act's Customer Due Diligence (CDD) Rule.

Recitals

WHEREAS, the Corporation desires to establish and maintain banking relationships with [________________________________] (the "Bank") for general operating accounts, payroll accounts, and other banking services necessary to conduct the Corporation's business;

WHEREAS, it is necessary and desirable to designate certain officers and employees as authorized signatories on the Corporation's accounts, with appropriate authority levels to control access and reduce fraud risk;

WHEREAS, the Corporation desires to implement internal controls, including dual-signature requirements for transactions above specified dollar thresholds, in accordance with sound financial practices;

Account Information

Resolutions

RESOLVED, that the Corporation is hereby authorized to open, maintain, and operate the above-listed accounts (or such other accounts as may be required) at [________________________________] (the "Bank"), and to execute all account opening documents, signature cards, account agreements, resolutions, and related documentation required by the Bank;

Authorized Signatories

FURTHER RESOLVED, that the following individuals are hereby designated as "Authorized Signatories" with authority to act on the Corporation's accounts at the Bank, subject to the signature thresholds set forth below:

Signature Threshold Policy:

Specific Authorizations

FURTHER RESOLVED, that each Authorized Signatory with Single Signature Authority, or any two Authorized Signatories acting jointly for transactions requiring dual signatures, are authorized and directed, on behalf of the Corporation, to:

(a) sign, endorse, and deposit checks, drafts, notes, money orders, and other instruments payable to the Corporation;
(b) draw checks, sign drafts, and issue payment orders against the Corporation's accounts;
(c) endorse checks and other instruments for deposit;
(d) enter into agreements with the Bank for overdraft protection, lines of credit (subject to dollar limits below), and other banking services;
(e) execute stop-payment orders and other instructions to the Bank;
(f) access account statements, balance information, and other account records;

FURTHER RESOLVED, that [________________________________] (Title: [________________________________]) is specifically authorized to act as the Corporation's primary contact with the Bank for routine banking matters, and to execute on behalf of the Corporation any standard banking documents presented by the Bank in the ordinary course;

Online Banking and Treasury Services

FURTHER RESOLVED, that the Corporation is authorized to enroll in and utilize the Bank's online banking, electronic payment, treasury management, and positive pay services, and the following individuals are designated as Online Banking Administrators with the authority levels set forth opposite their names:

FURTHER RESOLVED, that the Corporation may utilize ACH, wire transfer, remote deposit capture, and positive pay services provided by the Bank, subject to the execution of applicable service agreements and the signature thresholds established above;

Wire Transfer Authority

FURTHER RESOLVED, that the following individuals are specifically authorized to initiate wire transfers on behalf of the Corporation, subject to the dollar limits specified:

Wire transfers exceeding $[________________________________] (domestic) or $[________________________________] (international) require approval of two Authorized Signatories, one of whom must be the CEO, CFO, or President.

Credit Facilities and Indebtedness

FURTHER RESOLVED, that the Authorized Officers are authorized to enter into and execute, on behalf of the Corporation, credit facilities, lines of credit, and other financing arrangements with the Bank in aggregate principal amounts not to exceed $[________________________________] without further Board approval; any credit facility or financing arrangement exceeding such amount shall require a separate Board resolution;

Continuity of Authority

FURTHER RESOLVED, that the Bank is authorized and directed to honor all checks, drafts, notes, and orders for the payment of money drawn in the name of the Corporation, and to follow all instructions given by any Authorized Signatory in accordance with the authority levels established herein, and the Bank may rely upon this resolution until written notice of revocation is delivered to the Bank;

FURTHER RESOLVED, that the Bank is protected from liability for acting in good faith upon any instruction, signature, or authorization from any Authorized Signatory within the scope of the authority granted herein, and the Corporation agrees to indemnify and hold harmless the Bank from and against any claims arising from the Bank's reliance on such authority;

FURTHER RESOLVED, that in the event any Authorized Signatory's employment or service with the Corporation terminates, or their authority is otherwise revoked or modified, the Secretary or CFO of the Corporation shall promptly notify the Bank in writing and cause any required signature card or account documentation changes to be made;

Ratification

FURTHER RESOLVED, that all prior actions taken by officers or employees of the Corporation in connection with establishing or maintaining banking relationships with the Bank, or in connection with the matters described herein, are hereby ratified, confirmed, and approved in all respects.

Director Signatures – Unanimous Written Consent

Secretary's Certification

I, [________________________________], the duly elected and acting Secretary of [________________________________], hereby certify that:

1. The foregoing resolutions were duly adopted by the unanimous written consent of all directors constituting the entire Board of Directors.
2. The individuals listed as Authorized Signatories are duly appointed officers or employees of the Corporation.
3. The following are specimen signatures of each Authorized Signatory:

4. These resolutions remain in full force and effect as of the date of this certification.

__________________________________
[________________________________], Secretary

Date: [__/__/____]

Corporate Seal (if applicable): ______

Bank Acceptance (Optional – Some Banks Require)

The undersigned, on behalf of [________________________________] (the "Bank"), hereby acknowledges receipt of the foregoing Corporate Resolution and agrees to act in accordance with the authorizations set forth herein.

__________________________________
Bank Representative Name: [________________________________]
Title: [________________________________]
Branch: [________________________________]
Date: [__/__/____]

Practitioner Notes:
- Under UCC Article 4, a bank is entitled to rely on a corporate resolution designating authorized signatories; the bank is not responsible for the misapplication of funds by an authorized signatory acting within the scope of their authority.
- UCC Article 4A governs electronic fund transfers (wire transfers); the bank and corporation should negotiate commercially reasonable security procedures for wire transfers, including callback verification for large wires.
- The Bank Secrecy Act's CDD Rule (31 C.F.R. § 1010.230) requires banks to verify the identity of beneficial owners of legal entity customers owning 25% or more. Prepare to provide this information.
- Consider FinCEN beneficial ownership filing requirements under the Corporate Transparency Act (effective January 1, 2024) if not already filed.
- Dual-control procedures for wire transfers are a standard internal control recommended by bank fraud specialists and cyber insurance underwriters.