Resolution For Change In Authorised Signatory In Bank Template for the United States

When your organization needs to change who can sign checks, make deposits, or conduct other banking transactions, you need an authorized signatory resolution (also called a Resolution For Change In Authorised Signatory In Bank). This formal document ensures your company maintains proper banking authority while complying with federal regulations and state corporate laws. The resolution serves as official notification to your bank and creates a legal record of authorized changes to signatory powers.

What is an authorized signatory resolution?

An authorized signatory resolution is a written decision adopted by a company's board of directors, or a nonprofit's board or members, naming the individuals permitted to operate the organization's bank accounts. It identifies each new signatory by name and role, revokes anyone who should no longer have access, and states the scope of their authority. Banks rely on it, together with updated signature cards, to decide whose instructions they will act on. For related terms, see the definition of an authorized signature and what it means to be duly authorised.

When do you need this document?

You'll need this resolution whenever there are changes to your organization's authorized banking representatives. Common scenarios include when a CEO, CFO, or treasurer leaves the company, when you promote someone to a financial management role, or when you restructure your organization's financial oversight. The document is also required when establishing new banking relationships, adding additional signatories to existing accounts, or removing individuals who no longer have authority to conduct banking business on behalf of your organization.

How does a banking resolution work for a nonprofit?

A nonprofit changes its bank signatories the same way a company does, by passing a resolution, but the decision is usually made by the board of directors and recorded in the meeting minutes under the state's nonprofit corporation act. The resolution names the officers or staff (for example the executive director, treasurer, or finance manager) who may sign on the organization's accounts, and revokes any former signatories. Banks commonly ask a nonprofit for a certified copy of the resolution plus proof of the board's authority to adopt it.

Key legal considerations

The resolution must clearly identify the new authorized signatories, including their full names, positions within the organization, and specimen signatures. You must explicitly revoke the authority of any previous signatories who should no longer have banking access. The document should specify the scope of banking powers granted, such as check signing limits, wire transfer authority, or account management privileges. Include the effective date of the changes and ensure the resolution is properly authenticated by authorized board members or corporate officers. The bank will typically require certified copies of the resolution along with updated signature cards.

What an authorized signatory resolution usually contains

• The organization's legal name and the bank account(s) affected
• A statement that the board or members approved the change, with the meeting or written-consent date
• The full names, titles, and specimen signatures of the new authorized signatories
• The scope of each signatory's authority, including any transaction or dollar limits
• An explicit revocation of any former signatories' authority
• The effective date of the change
• Authentication by an authorized officer, with notarization or corporate seal where the state or bank requires it

Legal requirements in United States

Under United States law, your resolution must comply with the Bank Secrecy Act, which requires financial institutions to verify the identity of individuals authorized to conduct banking transactions. The USA PATRIOT Act strengthens these customer identification requirements, meaning banks must collect and verify information about new signatories. Federal Reserve Board regulations govern banking operations and account management, including signatory changes. FDIC regulations may apply to insured accounts, and state corporate laws vary by your state of incorporation, affecting how resolutions must be drafted and executed. Your organization's bylaws and articles of incorporation will also dictate the proper approval process for banking resolutions. Some states require notarization or specific corporate seal requirements, while others may mandate board meeting minutes to accompany the resolution.