Bank Account Resolution

---
name: bank-account-resolution
description: >-
  Drafts U.S. corporate board resolutions authorizing bank account opening,
  signatory designation, transaction limits, and related banking documents
  with ratification, supersession, and secretary certification language.
  Use when preparing board resolutions, written consents, bank account
  opening packets, signatory authority letters, or banking authorization
  documents. Trigger keywords: bank account resolution, banking resolution,
  board consent, signatory authority, account opening, ACH, wire,
  signature card.
---

# Corporate Bank Account Resolution

Drafts board-level resolutions authorizing corporate banking relationships, signatory authority, and transaction limits in a format acceptable to financial institutions.

## Quick Start

Gather before drafting:

1. Corporate legal name and state of incorporation (from charter)
2. Bylaws provisions on board action, quorum, notice, written consent
3. Board action format: meeting (regular/special) or written consent, with approval threshold
4. Current officers/directors with titles and appointment dates
5. Bank name(s), account types, and any bank-specific form requirements
6. Signatories, signature requirements (single/joint), and dollar thresholds
7. Authority scope: deposits, withdrawals, ACH, wires, online banking, loans/credit, collateral
8. Prior banking resolutions to ratify or supersede

## Resolution Sections

Draft sections in this order, tailored to governance rules and bank requirements:

| Section | Content |
|---|---|
| Header | Corporate name, state, date, action method (meeting or written consent) |
| Authority Recitals | Bylaws/charter authority; quorum/notice or consent threshold; business need |
| Account Authorization | Bank name(s), permitted account types; open/maintain/close/modify authority |
| Signatory Authority | Authorized persons by name and/or title; single vs joint; threshold rules |
| Transaction Authority | Checks, ACH, wires, online banking scope; limits and approval steps |
| Borrowing Authority | Loan/credit limits, collateral, approval constraints (if applicable) |
| Bank Forms | Authority to execute bank-required documents and signature cards |
| Ratification | Validate prior actions taken in good faith |
| Supersession | Replace prior conflicting banking resolutions |
| Effectiveness | Effective date; duration until amended/revoked |
| Officer Changes | Authority termination on separation; bank notification obligation |
| Certification | Secretary certification of adoption and current validity |
| Signatures | Secretary signature block; optional corporate seal |

## Authority Matrix

Complete this matrix and mirror values in resolution clauses:

| Action | Authorized Person/Title | Signature Requirement | Dollar Limits | Notes |
|---|---|---|---|---|
| Open/close accounts | | | | |
| Checks | | | | |
| ACH | | | | |
| Wires | | | | |
| Online banking | | | | |
| Loans/credit | | | | |
| Collateral pledges | | | | |

## Template

```text
CORPORATE RESOLUTION OF [LEGAL NAME]
State of Incorporation: [STATE]
Date: [DATE]
Adopted by: [BOARD MEETING / WRITTEN CONSENT]

WHEREAS, the Board is authorized under the charter and bylaws to adopt resolutions
for the conduct of corporate business and banking relationships; and
WHEREAS, the Corporation requires banking services for ordinary business operations;

RESOLVED, that [BANK NAME] is authorized as a depository and service provider, and the
Corporation may open and maintain [ACCOUNT TYPES] at [BANK NAME];

RESOLVED, that the following persons are authorized signatories:
[NAME, TITLE] [single/joint authority] [thresholds];

RESOLVED, that authorized signatories may execute checks, ACH, wire transfers, and
online banking transactions within the limits set forth herein;

RESOLVED, that [if applicable] the Corporation may obtain loans/credit up to [AMOUNT],
and may execute promissory notes and related documents, subject to [limits/approvals];

RESOLVED, that authorized persons may execute all agreements, signature cards, and
forms required by the bank to establish and maintain the relationship;

RESOLVED, that all prior actions taken consistent with these authorizations are ratified;

RESOLVED, that this resolution supersedes all prior conflicting banking resolutions;

RESOLVED, that this resolution is effective as of [DATE] and remains in effect until
amended or revoked by the Board, with notice of any revocation provided to the bank;

RESOLVED, that authority of any individual ceases upon separation from the Corporation
and the Corporation will promptly notify the bank of changes.

CERTIFICATION
I, [NAME], Secretary of [LEGAL NAME], certify that the foregoing resolution was duly
adopted on [DATE] in accordance with the bylaws and applicable law, and remains in
full force and effect as of [DATE].

__________________________          Date: ____________
[NAME], Secretary
[Corporate Seal, if used]
```

## Compliance Checklist

- [ ] Legal name and state match charter
- [ ] Board action method complies with bylaws and state law
- [ ] Quorum/notice or written consent threshold documented
- [ ] Signatories and limits align with internal approvals
- [ ] Borrowing authority scoped and limited if included
- [ ] Prior resolutions superseded or preserved as intended
- [ ] Ratification included only for actions taken in good faith within intended authority
- [ ] Secretary certification included with current date

## Pitfalls

- Verify state corporate statute requirements for written consent, notice, and quorum — adjust language to match.
- Use names and titles exactly as in corporate records.
- Do not grant broader authority than necessary — document dollar thresholds and joint signature rules.
- If including borrowing/collateral authority, ensure board-approved limits and required additional approvals are stated.
- Banks may require their own forms — keep execution authority broad enough to cover bank forms without new board action.