Resolution To Change Bank Signatories Template for England and Wales

A board resolution to change bank signatories is a formal record of the directors' decision to add, remove, or replace the people authorised to operate the company's accounts under the law of England and Wales. It is the proof a bank asks for before it will update a signing mandate.

What is a board resolution to change bank signatories?

It is a written decision, passed by the directors, that names who may now operate the company's accounts and who no longer can. A typical resolution records the account details, the incoming and outgoing names, each person's signing powers, and whether they can act alone or need a second authoriser. Once passed and signed, it is filed in the company's minute book and sent to the bank with any mandate form the bank supplies.

When do you need this document?

You'll require this resolution in several common scenarios. When a director or authorised signatory leaves, the directors must formally remove their signing authority to protect the company from transactions made without approval. When appointing new directors, managers, or key personnel who need account access, the resolution grants that authority. You'll also need it when restructuring the company, moving to a new bank, or when your existing bank asks for updated signatory information. Many banks will not process a change to an account mandate without this formal documentation.

What is the procedure to change a bank signatory?

The process is straightforward and usually runs in this order:

1. Convene a board meeting with proper notice to all directors, or prepare a written resolution if your Articles of Association allow one.
2. Pass the resolution, recording the accounts affected, the new signatories, the retiring signatories, and each person's signing powers and limits.
3. Have the chair or a designated director sign the resolution and enter it in the minute book.
4. Send a certified copy to the bank, together with the bank's own mandate form and specimen signatures for any new signatory.
5. Contact the bank's business team to confirm the change has been applied before relying on the new arrangements, as identity checks can take a few working days.

Key legal considerations

Several points should be addressed when preparing the resolution. Identify every person involved by full name and position, and state the exact authority being granted or revoked. Specify any signing limits, whether an individual may sign alone or requires joint authorisation, and the scope of their powers. Cover specimen signatures and make sure the resolution names all relevant accounts. Confirm the resolution is authorised in line with your Articles of Association, and account for any ongoing payments or commitments so nothing is interrupted. Time the change to keep account access continuous.

Legal requirements in England and Wales

Under the Companies Act 2006, the resolution must follow the company's own procedure for board decisions. It should be passed at a properly convened meeting with adequate notice, or by written resolution where the Articles permit, then recorded in the minute book and signed by the chair or a designated director. Banks verify the identity of new signatories and run anti-money-laundering checks before applying a change, so allow time for these. Your Articles of Association may set additional requirements, such as a particular majority or approval step.

You can pair this with related company documents such as a shareholder agreement or a service agreement when reviewing who holds authority across the business.