Board Resolution For Change Of Director In Bank Account Template for the United States

When the people who can operate your company's accounts change, you need a board resolution to change the bank signatories and formally authorize the update. This document records the board's decision, names the signatory being removed and the one being added, and gives the bank a clear authorization to act on. It keeps your banking running while the board composition or authorized-signatory list changes.

What is a resolution for change of bank signatories?

It's a written record of a board decision that updates who is authorized to operate one or more company accounts. The resolution names each outgoing and incoming signatory, states the extent of their signing authority, and resolves to instruct the bank to amend its mandate. Most banks won't change a signatory without this authorization on file, so the resolution is what turns an internal board decision into an instruction the bank will act on.

When do you need this document?

You'll need a resolution whenever the list of authorized signatories changes and account access has to be updated. Common scenarios include appointing a new signatory after a resignation or retirement, replacing signatories during a merger or acquisition, removing someone following termination or death, and updating banking authority during a restructuring. You'll also use it when extending signing rights to a newly appointed officer or restricting access for a departing one across several accounts.

What should the resolution include?

A complete resolution covers the following points:

• The full name of the company and the account(s) affected.
• The name of each signatory being removed and the effective date of removal.
• The name and details of each new signatory being added and the authority granted.
• The extent of signing authority, including any withdrawal limits, check-signing thresholds, or wire transfer levels.
• Whether a new signatory can act alone or needs a co-signature.
• Confirmation that the board met quorum and passed the resolution by the required vote.
• A contact and certification by the corporate secretary so the bank can verify the resolution.

What does a sample resolution look like?

A short worked example reads: "RESOLVED, that Jane Doe is removed as an authorized signatory on Account No. 1234 with immediate effect, and that John Smith is added as an authorized signatory with authority to sign checks and approve wire transfers up to $50,000; and further RESOLVED, that the Secretary is authorized to certify this resolution and deliver it to the bank." The certified resolution is then sent to the bank, often with a covering letter and identity documents for the new signatory, so the bank can update its mandate and complete its verification.

How does this differ from an authorized signatory letter?

The resolution is the board's formal decision to change who can operate the accounts. A separate letter or bank form usually carries that decision to the bank and requests the update. If you also need the covering instruction, see the authorized signatory bank account letter.

Legal requirements in the United States

Federal banking rules under the Bank Secrecy Act and the USA PATRIOT Act require banks to verify signatory identities and keep updated records for anti-money-laundering compliance. Your resolution must meet state corporation-law standards for a valid board action, including proper notice, quorum, and voting. Banks usually require the resolution to be certified by the corporate secretary and may ask for supporting documents such as the articles of incorporation or bylaws, and some ask for notarization before they update the mandate.