Banking Resolution Template for England and Wales

A Banking Resolution is a formal corporate document that authorises your company's banking arrangements and designates who can act on your company's behalf with financial institutions. Under England and Wales law, this document serves as critical evidence to banks that specific individuals have been properly authorised by your board of directors to open accounts, sign cheques, and conduct other banking transactions.

When do you need this document?

You'll need a Banking Resolution whenever your company establishes new banking relationships or makes changes to existing ones. This includes opening your first business bank account, adding or removing authorised signatories, changing banking mandates, or switching to a new bank. Most banks will refuse to process account applications or mandate changes without a properly executed Banking Resolution. The document is also required when establishing credit facilities, setting up direct debits, or authorising electronic banking services. If your company undergoes structural changes such as appointing new directors or changing the company secretary, you'll likely need to update your Banking Resolution to reflect these changes.

Key legal considerations

Your Banking Resolution must comply with your company's articles of association and the Companies Act 2006. The document should clearly identify the company, reference the specific board meeting where the resolution was passed, and confirm that a proper quorum was present. Pay careful attention to the signature requirements – typically, two directors must sign, or one director plus the company secretary if your articles permit this. The resolution should specify exactly what banking activities are being authorised and any limitations on transaction amounts or types. Consider including provisions for emergency banking needs and ensure the document covers both current and anticipated banking requirements to avoid frequent updates.

Legal requirements in England and Wales

Under the Companies Act 2006, your Banking Resolution must be passed at a properly constituted board meeting with adequate notice given to all directors. The meeting must achieve the required quorum as specified in your articles of association, typically a minimum of two directors. You must maintain proper records of the meeting, including minutes that evidence the resolution was passed. The Financial Conduct Authority and Prudential Regulation Authority require banks to verify customer identity and authority, making a valid Banking Resolution essential for account opening and maintenance. Your resolution should reference your company's registration number and registered address to assist with regulatory compliance. Some banks may also require the resolution to be certified by a solicitor or notarised, particularly for international banking arrangements or high-value transactions.