Board resolution to open a bank account: the wording banks accept

A board resolution to open bank account is a certified extract from the directors’ decisions authorising the company to open an account at a named bank and naming the people who may operate it. Banks require it because the company is a separate legal person: somebody has to prove, in the company’s own words, that the individual walking in with the forms was actually given the authority to bind it. Most banks will supply their own template, and using theirs is faster than arguing for yours.

Where applications stall is the detail. The resolution arrives saying the board authorised opening an account, and the bank returns it because it does not name the bank, does not identify the signatories by full legal name, and does not say whether they act alone or jointly.

What the bank is checking

• The company’s registered name and number match the register exactly, including the suffix.
• The bank is named, and the branch or product where the bank asks for it.
• The meeting was quorate, or the written resolution was signed by all directors — stated explicitly, not implied.
• The authorised signatories are named in full, with their office, matching the identification documents they will present.
• The mandate: whether any one signatory may act alone, whether two are required, and above what amount the requirement changes.
• Which instruments they may authorise — payments, transfers, cards, standing orders, foreign exchange, borrowing.
• Who may amend the mandate later, and how.
• A certification line: that this is a true extract from the minutes of the meeting, signed and dated by the chair or company secretary.

A workable form of words

RESOLVED THAT an account be opened in the name of the company with [bank], and THAT [full name], [office], and [full name], [office], be and are hereby authorised to operate the said account, any one of them signing alone for amounts up to [figure] and any two of them signing jointly for amounts exceeding it, and THAT the secretary be instructed to supply the bank with certified specimen signatures and such documents as the bank may require. Then the certification: certified a true extract from the minutes of the meeting of the board of directors held on [date], signed, chair.

Send the bank a certified copy, not the original, and keep the original in the company records. Banks retain what they are given, and the certified extract is the document you will need to produce again the next time a signatory changes.

What comes with it

The resolution is rarely enough on its own. Expect the bank to want the certificate of incorporation, the articles, proof of registered address, identification and address verification for every signatory and for anyone holding a significant shareholding, and evidence of the business activity — contracts, invoices or a business plan. Sole-director companies still need the resolution; it is simply a written resolution of the single director. New companies with no trading history are asked for more, not less, and a general board resolution passed earlier will not substitute for one naming this bank.

Opening the account is the start; keeping the mandate accurate is the ongoing work. Signing authority should be recorded in one register and changed at the bank the same day a signatory joins or leaves.

Producing and keeping the document

Banks want a clean signed copy in a fixed format, which in practice means a PDF. Ettex Docs holds the draft and the version history, Ettex Signature collects the chair’s signature and, for a written resolution, every director’s, and Ettex PDF flattens the signed file into the single certified copy the bank will keep — with the original and the record of which signatories it authorised filed in Ettex Records for the next time somebody asks.

Being clear about scope: no software makes a bank accept a document. The account opening, the identity checks and the mandate itself belong to the bank, and where its own template exists, it wins.