A banking resolution for a nonprofit is a written board action that tells your bank who is authorized to open accounts, sign checks, move money, and manage the organization’s funds. Most banks will not open an account or change signers without one. To put a valid resolution in place, the board adopts it by vote at a properly noticed meeting, the secretary certifies the minutes, and a certified copy goes to the bank along with identification for every authorized signer.
What the Resolution Must Contain
Start with the organization’s full legal name exactly as it appears in your Articles of Incorporation. Even a small mismatch can cause the bank to reject the paperwork. Include your Employer Identification Number, the nine-digit number the IRS assigns for tax filing and reporting.1Internal Revenue Service. About Form SS-4, Application for Employer Identification Number (EIN) If you don’t have an EIN yet, you can apply for one even before you need it for federal tax purposes.2Internal Revenue Service. Employer Identification Number
List each authorized signer by full legal name and title. Names should match government-issued ID exactly, because the bank will compare them during verification. Most banks publish their own resolution template through a branch or online portal, and using the bank’s preferred form usually speeds approval because the language already satisfies their legal department.
Defining Each Signer’s Authority
A well-drafted resolution spells out what each signer can actually do. The board should decide who can open or close accounts, deposit and withdraw funds, initiate wire transfers, apply for lines of credit, and endorse checks. Some nonprofits grant broad authority to a single executive director and limit other signers to routine deposits. Others spread authority evenly. Match the delegation to how the organization actually operates rather than granting blanket access to everyone on the list.
Many nonprofits adopt a dual-signature policy for larger transactions, requiring two approvals above a set dollar amount. This is a governance practice, not a legal requirement, and banks generally will not enforce it. A check with one valid signature will clear even if your internal policy calls for two. The value is internal: a second set of eyes on significant disbursements makes embezzlement harder and catches errors before money leaves the account. Common thresholds range from a few hundred to a few thousand dollars depending on budget size.
For digital banking, address who can initiate ACH payments and wire transfers through the bank’s online platform. Electronic transactions move faster than paper checks and are harder to reverse, so many organizations set up dual control where one person initiates and another approves. Configure these controls with the bank when you submit the resolution. Tightening online access after the fact is more disruptive than getting it right up front.
How the Board Adopts the Resolution
A banking resolution only carries legal weight if the board adopts it through a properly conducted vote. Follow whatever procedures your bylaws require for calling and holding a meeting. Most bylaws require written notice to all directors within a set window, commonly somewhere between seven and fourteen days. Skipping proper notice, or voting without a quorum, gives a disgruntled board member grounds to challenge the resolution later.
A quorum is the minimum number of directors your bylaws require to conduct official business. Once a quorum is confirmed, the board votes to approve the resolution, and the results are recorded in the minutes. The board secretary typically drafts or supervises the minutes and certifies them as an accurate record. That certification is what turns internal minutes into a document the bank will accept as legal proof of the board’s decision.
If a bank template includes a line for a corporate seal, leaving it blank is generally fine. Under the Model Business Corporation Act, which most states follow in some form, a corporate seal is optional and its absence does not affect validity. An authorized officer’s signature is legally sufficient.
Handling Conflicts of Interest During the Vote
IRS Form 990 asks whether your nonprofit has a written conflict of interest policy and whether officers, directors, and key employees are required to disclose potential conflicts annually.3Internal Revenue Service. Instructions for Form 990 Return of Organization Exempt From Income Tax This matters here because the board is voting to give specific people control over money. If a director is voting on a resolution that grants themselves signing authority, your conflict of interest policy should require disclosure and, ideally, recusal from the vote. The minutes should record the disclosure and note that the conflicted member did not participate. Auditors and grantmakers look for exactly this kind of documentation.
Filing the Resolution With the Bank
Once the board has adopted and the secretary has certified the resolution, take it to the bank. Some institutions accept digital uploads, but many still require an in-person visit. Every person named as an authorized signer typically needs to appear with government-issued photo identification such as a driver’s license or passport. During the appointment, signers complete the bank’s signature cards, which the bank keeps on file to verify handwriting on future paper checks and withdrawal slips.
What the Bank Collects Under Federal Rules
Banks must verify the identity of anyone opening or gaining access to an account under federal Customer Identification Program rules.4eCFR. 31 CFR 1020.220 – Customer Identification Program Requirements for Banks For nonprofits, the Customer Due Diligence Rule adds another step: the bank must identify at least one individual with significant responsibility to control or manage the organization, such as the executive director, president, or treasurer.5eCFR. 31 CFR 1010.230 – Beneficial Ownership Requirements for Legal Entity Customers Because nonprofits don’t have equity owners, the bank only needs to identify this control person rather than collecting ownership information.6FinCEN.gov. CDD Rule FAQs For that individual, expect the bank to collect a name, date of birth, address, and a Social Security number or other government-issued identification number.
After submission, the bank’s compliance team reviews everything. Processing times vary but typically run a few business days. Once approved, the new signers gain access and you should receive confirmation that the records have been updated.
Updating or Revoking Signer Authority
A banking resolution is not a one-time document. Any time the people or powers change, the board needs to adopt a new one. Common triggers include the end of a board officer’s term, the departure of an executive director, election of a new treasurer, or opening an account at a different bank. Some bank forms explicitly state that the nonprofit has an ongoing obligation to submit an updated resolution immediately upon any change in officers, directors, or authorized signers.
Revoking authority follows the same process as granting it. The board convenes a properly noticed meeting, votes to remove the individual’s access, and records the action in the minutes. The resolution should name the person being removed and state that their authority is revoked effective immediately. Deliver a certified copy to the bank along with identification for any replacement signers. Until the bank processes the change, the old signer may still have the ability to transact, so speed matters when someone leaves under unfavorable circumstances.
Review the banking resolution at least once a year even if nothing has changed. Annual review catches situations where authority has drifted from what the board intended, and it gives you a clean document to present when applying for grants or undergoing audits.
Recordkeeping
The IRS generally suggests taxpayers keep business records for at least three years.7Internal Revenue Service. Taking Care of Business: Recordkeeping for Small Businesses Exempt organizations must keep books and records sufficient to show ongoing compliance with the tax rules, which in practice means holding onto board minutes and resolutions for as long as the organization exists.8Internal Revenue Service. Recordkeeping Requirements for Exempt Organizations A resolution from five years ago might seem stale, but if a dispute arises over who authorized a past transaction, that document is your proof. Keep every version, not just the current one.
What About FinCEN Beneficial Ownership Reporting
Nonprofits sometimes assume they need to file a Beneficial Ownership Information report with FinCEN when they set up bank accounts. Under a rule finalized in early 2025, all entities formed in the United States are exempt from reporting beneficial ownership information to FinCEN.9FinCEN.gov. Beneficial Ownership Information Reporting The revised rule limits reporting obligations to entities formed under foreign law that have registered to do business in a U.S. state. Your bank will still collect control-person information under the CDD Rule when you file the banking resolution, but your nonprofit does not need to file a separate BOI report.