Corporate Resolution To Open Bank Account Template for England and Wales
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What is a Corporate Resolution To Open Bank Account?
A corporate resolution to open a bank account records the board's decision to establish a banking relationship and names the individuals authorised to operate the account. UK banks require this document as part of their mandatory know-your-customer process under the Money Laundering Regulations 2017. The resolution is passed by the board of directors (or by written resolution for private companies) and typically accompanies the certificate of incorporation, articles of association, and identity documentation when presented to the bank.
Frequently Asked Questions
What is a corporate resolution to open a bank account?
It's a board resolution that authorises the company to enter into a banking relationship with a named institution and identifies the individuals who may operate the account. UK banks require this document as part of their know-your-customer checks before opening a business account for a limited company.
Why do UK banks require a board resolution for account opening?
Under the Money Laundering Regulations 2017, banks must verify the identity and authority of those acting on behalf of corporate customers. The resolution, along with the certificate of incorporation and articles of association, confirms to the bank that the board has properly authorised the account and the named signatories. Without it, most UK banks will not proceed.
What information should the resolution include?
The resolution should state the company name and registered number, the full name and branch details of the chosen bank, the names and specimen signatures of authorised signatories, any joint or dual-authorisation requirements, and the date of the board meeting or written resolution. Some banks have their own resolution templates, so check their requirements first.
Can a sole director pass this resolution for a single-director company?
Yes. Where the articles permit, a sole director may pass a written board resolution without a meeting. The resolution should be signed by that director and kept in the company's minute book. The bank will also require other KYC documents (proof of identity, proof of address, certificate of incorporation, and a copy of the articles).
Does the resolution need to specify the type of account to be opened?
Best practice is to specify the account type (current, deposit, foreign currency) and the purpose. This makes the resolution more useful as a KYC document and avoids the need for a further resolution if the bank questions whether the board authorised a particular account type. It also reflects sound corporate governance.
What happens if the authorised signatories change after the account is opened?
The company must pass a new board resolution amending the signatories and present it to the bank promptly. Until the bank receives and processes the updated authority, former employees may technically still have signatory rights. Prompt notification reduces the risk of unauthorised transactions and protects the company under its own internal controls.
Is there a standard format for this resolution in England and Wales?
There's no statutory prescribed form, but most UK banks publish their own template wording. The resolution must clearly authorise the opening of the account and name the signatories. It should be signed in accordance with the company's articles, typically by at least one director (or the company secretary in larger companies), and kept in the minute book.
How does the resolution interact with the Proceeds of Crime Act 2002?
Banks have a statutory duty to avoid facilitating money laundering. The corporate resolution, together with directors' proof of identity and source-of-funds information, helps the bank discharge its suspicious activity reporting obligations. A comprehensive resolution presented at account opening reduces the likelihood of the bank requesting additional information or delaying the account opening.
About the Corporate Resolution To Open Bank Account
When your corporation needs to open a bank account in the United States, financial institutions require formal documentation proving that your business has properly authorized this action. A Corporate Resolution To Open Bank Account serves as this essential legal proof, demonstrating that your board of directors has followed proper corporate governance procedures and designated specific individuals to manage your banking relationships.
When do you need this document?
You need this resolution whenever your corporation establishes new banking relationships, whether opening checking accounts, savings accounts, or credit lines. Banks require this documentation before allowing any corporate account activity, as it protects them from liability and ensures compliance with federal regulations. You'll also need updated resolutions when changing authorized signatories, modifying account permissions, or when banks request current documentation during routine compliance reviews. Additionally, some financial institutions require new resolutions annually or when significant changes occur in your corporate structure.
Key legal considerations
Your resolution must clearly identify all authorized signatories and specify their exact powers regarding the account. Consider whether individuals can act alone or if multiple signatures are required for certain transactions. Include any dollar limits on individual transaction authority and specify which actions require board approval. The document should address check signing authority, wire transfer permissions, and online banking access rights. Be mindful that overly broad authorization language could expose your corporation to unauthorized transactions, while overly restrictive language might hinder day-to-day operations. Ensure the resolution is properly dated and certified by your corporate secretary to establish its validity.
Legal requirements in United States
Under federal law, your resolution must help banks comply with the Bank Secrecy Act and USA PATRIOT Act, which require financial institutions to verify customer identities and maintain detailed records. Your document must include your corporation's legal name exactly as it appears in your Articles of Incorporation, along with your Employer Identification Number (EIN). State corporate laws vary, but most require that resolutions be adopted during properly noticed board meetings with appropriate quorum present. The corporate secretary must certify the resolution's authenticity, and some states require specific language or notarization. Banks may also require additional documentation such as your Certificate of Good Standing, Articles of Incorporation, and current board member lists to verify the resolution's validity and ensure compliance with Federal Reserve regulations and FDIC requirements.
GOVERNING LAW
Applicable law
This Corporate Resolution To Open Bank Account is drafted to comply with England and Wales law. Key legislation includes:
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