To fill out a bank resolution form, enter your company’s legal identifying information, list each authorized signer with the specific banking powers they will hold, have the board or LLC members formally adopt the resolution, and sign the certification block before submitting it to the bank with ID for every signer. The form is what tells the bank who can open accounts, sign checks, send wires, and borrow money on the company’s behalf, and most banks will not activate a business account until they have a properly adopted version on file.
Start With Your Bank’s Template
Ask your bank for its template first. Using the bank’s own form is the fastest path to approval because its legal team has already approved the language. Large institutions like Citibank publish standardized templates with pre-drafted “Resolved” clauses covering account opening, signatory designations, electronic banking access, and credit facilities.1Citibank. Sample Resolution for Opening Account With Citibank Community banks and credit unions almost always have their own version at the branch or inside the online business banking portal.
If your bank doesn’t supply one, or you need language covering unusual authority such as pledging company assets as collateral, a corporate attorney can draft a custom resolution. A custom document still needs the standard components banks expect: entity identification, resolved clauses granting specific powers, a list of authorized signers, and a certification block.
Information to Gather Before You Start
Collect everything before you sit down with the form. Missing a data point means stopping mid-draft to dig through filing cabinets or call the IRS.
- The entity’s exact legal name as it appears on the articles of incorporation or articles of organization. Not a trade name, not a DBA.
- State of formation and entity type: corporation, LLC, partnership, or nonprofit.
- Principal business address on file with the secretary of state.
- Employer Identification Number, the nine-digit number the IRS assigns for tax filing.2Internal Revenue Service. About Form SS-4, Application for Employer Identification Number
- Full legal names and titles of each authorized signer (CEO, Treasurer, Managing Member).
- The scope of authority each person will hold: account opening and closing, check signing, wire transfers, loan applications, and electronic banking access are the usual categories.
The scope question is where most internal disagreement surfaces. The board or members have to decide not just who can act, but what each person can do and up to what dollar amount. Leaving those decisions for the drafting stage slows everything down.
Who Adopts the Resolution: Corporation vs. LLC
Your entity’s governance structure determines who has authority to adopt the resolution.
Corporations
The board of directors adopts the resolution. Under the Delaware General Corporation Law, which most states track closely, the board manages the business of the corporation and can delegate authority to officers through formal resolutions.3Delaware Code Online. Delaware Code 8 – General Corporation Law The corporate secretary usually prepares the resolution, presents it to the board, and certifies the outcome. Check your bylaws for any restrictions on delegating financial authority. Some bylaws require board approval for transactions above a set threshold, and your resolution should reflect those limits.
LLCs
For an LLC, the members adopt the resolution — or the managers, if the LLC is manager-managed. The operating agreement governs who has authority and how decisions are made. Banks generally accept a member resolution that mirrors the corporate format, with the managing member or an authorized manager signing in place of a board chair.4U.S. Securities and Exchange Commission. Exhibit – SEC.gov
Filling In the Three Sections
A banking resolution has three functional parts. Banks review all three before granting access.
Header and Entity Identification
At the top of the form, enter the entity’s registered legal name, state of formation, EIN, and principal address. Some templates also ask for the date of incorporation or organization and the name of your registered agent. Match everything exactly to your formation documents. A mismatch between the name on the resolution and the name on file with the secretary of state is one of the most common reasons banks send forms back.
Resolved Clauses
The “Resolved” clauses are the operative core of the document. Each clause grants a specific category of authority. Bank templates typically include pre-drafted clauses covering:
- Account operations: opening, maintaining, and closing deposit accounts.
- Payment instruments: signing checks, endorsing deposits, authorizing electronic debits.
- Wire transfers and ACH: initiating and approving outgoing wires and automated clearing house transactions.
- Borrowing: applying for lines of credit, executing promissory notes, pledging company assets as collateral.
- Electronic banking: enrolling in online banking platforms, appointing security administrators, granting user access levels.1Citibank. Sample Resolution for Opening Account With Citibank
If you’re drafting from scratch, write each resolved clause as a standalone grant of authority. Banks prefer separate clauses because it lets them map each signer to specific permissions in their systems. Be explicit about borrowing authority. A vague clause like “conduct all banking business” may not satisfy a lender’s compliance team when you later apply for a credit facility.
Designation of Authorized Signers
List each person by full legal name and corporate title, then specify which resolved clauses apply to them. Not every signer needs every power. A controller might have authority to initiate wires and manage online banking, while only the CEO and CFO are authorized to sign loan documents. Tying each name to specific clauses prevents confusion later when someone walks into the branch claiming broad authority the board never intended to grant.
Certification Block
In the certification block, the corporate secretary or managing member attests that the resolution was properly adopted, that the named individuals hold the titles listed, and that the resolution is in effect as of the date of certification. This section includes the adoption date, a statement that the resolution passed at a duly convened meeting or by unanimous written consent, and the certifying officer’s signature. Banks treat the certification block as the document’s seal of authenticity. An incomplete or unsigned certification will get the form rejected.
Setting Dollar Limits and Dual-Signature Rules
A well-drafted resolution doesn’t just name who can act. It sets dollar limits on what they can do alone. Many companies require two authorized signatures on checks or transfers above a certain threshold — commonly $10,000 or $25,000 — as an internal control against fraud or unauthorized spending. The resolution is where you formalize that policy so the bank can enforce it at the transaction level.
Think through daily operational needs before picking a threshold. Set it too low and routine vendor payments need two executives to sign off. Set it too high and the control stops working. Whatever limit the board chooses, state it clearly in a resolved clause: something like “any single transaction exceeding $[amount] requires the signatures of two authorized signers.” The bank will program the restriction into its systems, and changing it later takes a new or amended resolution.
Adopting the Resolution
The resolution has to be formally adopted before you submit it. Two methods both produce a legally valid result.
Board or Members’ Meeting
The traditional approach is a vote at a board of directors meeting, or a members’ meeting for an LLC. The meeting must satisfy your bylaws’ quorum and notice requirements. After a majority vote in favor, the secretary records the resolution in the corporate minutes. The certification block should reference the meeting date and confirm that a quorum was present.
Unanimous Written Consent
If gathering the full board for a meeting isn’t practical, most states allow the board to act by unanimous written consent. Delaware’s statute permits this as long as every director consents in writing or by electronic transmission, with the signed consents filed with the minutes afterward.3Delaware Code Online. Delaware Code 8 – General Corporation Law Check your articles of incorporation and bylaws before relying on this route. Some companies restrict or eliminate the written consent option, which would force a formal meeting.
Signing and Submitting
Once adopted, the certifying officer signs the certification block and dates the document. A few practical details catch people out.
Corporate seals. State corporation laws no longer require a seal, though some older bylaws still reference one. If your bylaws call for a seal, apply it. If they don’t, skip it. Banks won’t reject a resolution for lacking a seal.
Notarization. Most banks do not require notarization of a standard banking resolution, but requirements vary by institution and by state. If your bank asks for it, the notary process follows your state’s rules, not the bank’s.5Bank of America. Notary Services Expect to pay roughly $2 to $10 per signature, depending on the state.
Submission. Deliver the original signed resolution to your bank branch, or upload it through the bank’s secure business portal if one is available. Bring government-issued photo identification for every authorized signer, because the bank will verify identities before activating any access. Some banks require every signer to appear in person; others accept remote identification. Ask your banker which process applies before scheduling the signing.
What the Bank Will Verify
Submitting the resolution triggers the bank’s compliance review. Federal rules require banks to identify and verify the beneficial owners of a legal entity customer when the account is opened.6FinCEN. FinCEN Issues Exceptive Relief to Streamline Customer Due Diligence Requirements Under the Customer Due Diligence rule, the bank collects information on two categories: anyone who directly or indirectly owns 25 percent or more of the entity’s equity, and at least one individual with significant management responsibility, such as a CEO or senior manager.7FinCEN. CDD Rule FAQs
The bank verifies each beneficial owner’s identity using risk-based procedures that at minimum meet the standards applied to individual account holders.8eCFR. 31 CFR 1010.230 – Beneficial Ownership Requirements for Legal Entity Customers In practice, the bank will ask for each beneficial owner’s name, date of birth, address, and identification number (Social Security number for U.S. persons, passport number for non-U.S. persons). Have this ready when you submit the resolution. Missing beneficial ownership data is a frequent source of delays.
A separate point on FinCEN reporting: as of 2026, domestic companies formed in the United States are exempt from filing beneficial ownership reports with FinCEN under the Corporate Transparency Act, and only foreign entities registered to do business in a U.S. state or tribal jurisdiction must file.9Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting That exemption from FinCEN filing does not change what your bank collects. Banks still verify beneficial ownership under the CDD rule regardless of whether any FinCEN report has been filed.
Updating or Revoking Signer Authority
A banking resolution stays in effect until the board passes a new one that amends or replaces it. Any time an authorized signer leaves the company, changes roles, or needs expanded or reduced authority, the board should adopt a new resolution and deliver it to the bank promptly. The same adoption process applies: a vote at a meeting or a unanimous written consent, followed by a new certified resolution.
Don’t wait for the next quarterly board meeting to revoke a departing employee’s banking access, especially if they’re leaving on bad terms. Notify the bank by phone or in person first, then follow up with the formal amended resolution as quickly as the board can act. Most banks will freeze an individual’s access on written request from an authorized officer even before the new resolution arrives, but the formal document still has to follow. Keep every version of every resolution in your corporate minute book so there’s a clear paper trail of who had what authority and when it changed.