casemark/bank-account-resolution

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

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.