Corporate Banking Resolution Template for England and Wales

A Corporate Banking Resolution is a formal decision of the company's board of directors authorising specific banking arrangements, such as opening a bank account, changing signatories, approving borrowing facilities, or granting authority to specified persons to operate the account. Banks require it as formal evidence of the company's internal authority before acting on instructions or making changes to an account mandate.

A banking resolution is typically passed by the board of directors, which has authority over the company's financial affairs under its articles of association. Some resolutions, particularly those authorising large borrowings or creating security, may require shareholder approval under the company's articles or the Companies Act 2006. Check the articles to confirm whether board authority alone is sufficient.

Include the company's full registered name and number, the date the resolution was passed, the names and titles of the directors present or consenting, a clear statement of what is being authorised (opening an account, adding a signatory, approving a facility), specimen signatures of any authorised signatories, and a certification by the company secretary or a director that it is a true copy of a resolution duly passed.

Yes. Under section 288 of the Companies Act 2006 (for written resolutions of private companies) or the company's articles, directors can pass a resolution by unanimous written consent without holding a formal meeting. The resolution must be signed by all directors entitled to vote. Many banks will accept a written resolution if the company's articles permit this procedure.

Most banks accept a certified copy signed by a director or company secretary confirming it is a true copy of a resolution duly passed. Some banks may request an original or notarised copy for significant transactions. Where the resolution is submitted electronically, the bank's own procedures will specify what form of electronic authentication is acceptable under the Payment Services Regulations 2017.

Update the banking resolution whenever there is a change in authorised signatories (due to director appointments or resignations), a change in signing limits or mandates, or a significant change in the company's name or structure. Failing to keep the bank mandate current can delay payments or create security risks if former directors retain account access after leaving the company.

A Corporate Banking Resolution is the internal board decision authorising specific banking arrangements. A bank mandate is the form submitted to the bank recording the authorised signatories, their signing authorities, and any conditions for operating the account. The resolution provides the internal authority; the mandate is the bank's operational record. The two should be consistent with one another.

Yes. The resolution can authorise one or more directors to operate the account individually (sole signature) or require two signatories for transactions above a specified amount. Many companies require dual authorisation for payments above a threshold as an internal control. The limit and signing conditions should be clearly stated in both the resolution and the bank mandate to avoid disputes with the bank about transaction authority.