Business Bank Account Resolution Guide: What Entrepreneurs Need to Know

BUSINESS BANK ACCOUNT RESOLUTION

RESOLUTION OF [LEGAL BUSINESS NAME]

Entity Type: [BUSINESS ENTITY TYPE]
Tax ID/EIN: [TAX IDENTIFICATION NUMBER]
Principal Office Address: [BUSINESS ADDRESS]
Date of Formation: [DATE OF FORMATION]
State of Formation: [STATE OF FORMATION]

RESOLUTION DATE

This Resolution was duly adopted on [MEETING DATE] at a [regular/special] meeting of the [Board of Directors/Members/Partners/Owner] of [LEGAL BUSINESS NAME] (the "Company"), held at [MEETING LOCATION], with a quorum present and voting throughout.

RECITALS

WHEREAS, the Company is duly organized and existing under the laws of the State of [STATE OF FORMATION];

WHEREAS, pursuant to the Company's [Bylaws/Operating Agreement/Partnership Agreement/governing documents] (the "Governing Documents"), the [Board of Directors/Members/Partners/Owner] is authorized to establish banking relationships and designate individuals to act on behalf of the Company in financial matters;

WHEREAS, the Company desires to establish one or more accounts with [FINANCIAL INSTITUTION NAME] at its [BANK BRANCH INFORMATION] branch (the "Financial Institution"); and

WHEREAS, it is in the best interest of the Company to designate certain individuals to act on behalf of the Company with respect to such accounts.

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

ARTICLE I: ESTABLISHMENT OF BANKING RELATIONSHIP

Section 1.1. Account Authorization. The Company is hereby authorized to establish and maintain one or more [ACCOUNT TYPE] account(s) (the "Account(s)") with the Financial Institution for the purpose of [ACCOUNT PURPOSE]. The Financial Institution is hereby designated as a depository of the Company's funds.

Section 1.2. Bank Forms and Agreements. The Authorized Individuals (as defined below) are hereby authorized to execute, deliver, and perform all standard account agreements, signature cards, and other documents as may be required by the Financial Institution to establish and maintain the Account(s), and any such documents previously executed by such individuals are hereby ratified and approved.

Section 1.3. Multiple Accounts. This Resolution shall apply to any and all accounts maintained by the Company with the Financial Institution, including any accounts opened after the date of this Resolution, unless expressly limited herein or subsequently modified by a duly adopted resolution of the Company.

ARTICLE II: AUTHORIZED INDIVIDUALS

Section 2.1. Designation of Authorized Individuals. The following individuals, holding the positions indicated next to their names, are hereby designated as authorized signatories (the "Authorized Individuals") with respect to the Account(s):

1. Name: [AUTHORIZED SIGNATORY 1]
   Title: [TITLE]
   Specimen Signature: ______________________________

2. Name: [AUTHORIZED SIGNATORY 2]
   Title: [TITLE]
   Specimen Signature: ______________________________

3. Name: [AUTHORIZED SIGNATORY 3]
   Title: [TITLE]
   Specimen Signature: ______________________________

4. Name: [AUTHORIZED SIGNATORY 4]
   Title: [TITLE]
   Specimen Signature: ______________________________

Section 2.2. Removal of Prior Signatories. Any and all prior authorizations granted to individuals not listed above to act as signatories on any accounts maintained by the Company with the Financial Institution are hereby revoked and rescinded, effective immediately. The Financial Institution is hereby authorized and directed to remove such individuals from the Company's accounts.

ARTICLE III: SIGNATORY POWERS AND REQUIREMENTS

Section 3.1. General Banking Authority. Each of the Authorized Individuals is hereby authorized, on behalf of the Company and in its name, to:

(a) Sign, endorse, or otherwise execute checks, drafts, notes, bills of exchange, acceptances, and other orders for the payment of funds issued in the Company's name;

(b) Deposit funds to the Account(s), endorse for deposit or collection checks, drafts, notes, and other instruments payable to the Company or to its order;

(c) Give instructions regarding wire transfers, ACH transfers, and other electronic transfers of funds to or from the Account(s);

(d) Access and review account statements, canceled checks, and other account information;

(e) Issue stop payment orders;

(f) Close any Account(s) and receive the balance of funds on deposit; and

(g) Take any other actions necessary or convenient in connection with the maintenance and operation of the Account(s).

Section 3.2. Signature Requirements. For all transactions involving the Account(s), the following signature requirements shall apply:

(a) For transactions involving amounts less than or equal to $[AMOUNT]: The signature of any one (1) Authorized Individual shall be sufficient.

(b) For transactions involving amounts greater than $[AMOUNT] but less than or equal to $[HIGHER AMOUNT]: The signatures of at least two (2) Authorized Individuals shall be required.

(c) For transactions involving amounts greater than $[HIGHER AMOUNT]: The signatures of at least [NUMBER] Authorized Individuals shall be required, one of whom must be [SPECIFIC TITLE/POSITION].

Section 3.3. Transaction Limits. The following transaction limits shall apply to the specified Authorized Individuals:

(a) [AUTHORIZED SIGNATORY 1] and [AUTHORIZED SIGNATORY 2] shall have no transaction limit, subject to the signature requirements set forth in Section 3.2.

(b) [AUTHORIZED SIGNATORY 3] shall have a transaction limit of $[AMOUNT] per transaction and $[AMOUNT] per day.

(c) [AUTHORIZED SIGNATORY 4] shall have a transaction limit of $[AMOUNT] per transaction and $[AMOUNT] per day.

ARTICLE IV: ADDITIONAL BANKING SERVICES

Section 4.1. Online Banking Services. The following Authorized Individuals are hereby authorized to access, manage, and utilize online banking services provided by the Financial Institution in connection with the Account(s):

1. Name: [ONLINE BANKING AUTHORIZED INDIVIDUAL 1]
   Title: [TITLE]
   Access Level: [Full/Limited/View-Only]

2. Name: [ONLINE BANKING AUTHORIZED INDIVIDUAL 2]
   Title: [TITLE]
   Access Level: [Full/Limited/View-Only]

Section 4.2. Debit/Credit Card Authorization. The following Authorized Individuals are hereby authorized to receive and use business debit and/or credit cards linked to the Account(s), subject to the transaction limits specified below:

1. Name: [CARD AUTHORIZED INDIVIDUAL 1]
   Title: [TITLE]
   Card Type: [Debit/Credit/Both]
   Transaction Limit: $[AMOUNT] per transaction, $[AMOUNT] per day

2. Name: [CARD AUTHORIZED INDIVIDUAL 2]
   Title: [TITLE]
   Card Type: [Debit/Credit/Both]
   Transaction Limit: $[AMOUNT] per transaction, $[AMOUNT] per day

Section 4.3. Wire Transfer Authority. The following Authorized Individuals are hereby authorized to initiate, approve, and execute wire transfers from the Account(s), subject to the limits specified below:

1. Name: [WIRE TRANSFER AUTHORIZED INDIVIDUAL 1]
   Title: [TITLE]
   Wire Transfer Limit: $[AMOUNT] per transaction, $[AMOUNT] per day

2. Name: [WIRE TRANSFER AUTHORIZED INDIVIDUAL 2]
   Title: [TITLE]
   Wire Transfer Limit: $[AMOUNT] per transaction, $[AMOUNT] per day

For all wire transfers exceeding $[AMOUNT], the approval of at least two (2) Authorized Individuals shall be required.

Section 4.4. Borrowing Authority. The following Authorized Individuals are hereby authorized to borrow funds, establish lines of credit, execute loan documents, and pledge Company assets as collateral on behalf of the Company:

1. Name: [BORROWING AUTHORIZED INDIVIDUAL 1]
   Title: [TITLE]
   Borrowing Limit: $[AMOUNT]

2. Name: [BORROWING AUTHORIZED INDIVIDUAL 2]
   Title: [TITLE]
   Borrowing Limit: $[AMOUNT]

For any borrowing exceeding $[AMOUNT], prior approval of the [Board of Directors/Members/Partners/Owner] shall be required.

Section 4.5. Safe Deposit Box Access. The following Authorized Individuals are hereby authorized to access, control, and manage any safe deposit box(es) maintained by the Company at the Financial Institution:

1. Name: [SAFE DEPOSIT BOX AUTHORIZED INDIVIDUAL 1]
   Title: [TITLE]

2. Name: [SAFE DEPOSIT BOX AUTHORIZED INDIVIDUAL 2]
   Title: [TITLE]

Access to any safe deposit box shall require the presence of at least [NUMBER] of the above-named individuals.

Section 4.6. Facsimile Signatures. The Financial Institution is hereby authorized to honor and pay any and all checks, drafts, and other instruments for the payment of money drawn in the name of the Company bearing or purporting to bear the facsimile signature(s) of any of the following Authorized Individuals:

1. Name: [FACSIMILE SIGNATURE AUTHORIZED INDIVIDUAL 1]
   Title: [TITLE]
   Specimen Facsimile Signature: ______________________________

2. Name: [FACSIMILE SIGNATURE AUTHORIZED INDIVIDUAL 2]
   Title: [TITLE]
   Specimen Facsimile Signature: ______________________________

The Company shall provide to the Financial Institution specimens of such facsimile signatures. The Financial Institution shall be entitled to honor and charge the Company for all such instruments, regardless of by whom or by what means the actual or purported facsimile signature thereon may have been affixed, if such signature resembles the facsimile specimen provided to the Financial Institution.

ARTICLE V: CERTIFICATION AND EFFECTIVENESS

Section 5.1. Certification. The undersigned, [CERTIFYING OFFICER NAME], [CERTIFYING OFFICER TITLE] of the Company, hereby certifies that:

(a) The foregoing is a true and correct copy of the resolution duly adopted by the [Board of Directors/Members/Partners/Owner] of the Company on the date set forth above;

(b) Such resolution is in full force and effect and has not been amended, rescinded, or revoked;

(c) Such resolution is in accordance with the Governing Documents of the Company and in compliance with all applicable laws and regulations of the State of [STATE OF FORMATION];

(d) The Company is duly organized, validly existing, and in good standing under the laws of the State of [STATE OF FORMATION]; and

(e) The signatures appearing above are the genuine signatures of the persons indicated.

Section 5.2. Continuing Validity. This Resolution shall remain in full force and effect and the Financial Institution may rely on it until the Financial Institution receives written notice of its revocation, modification, or replacement. Any such notice shall not affect any action taken by the Financial Institution prior to its receipt of such notice. The authority granted herein shall apply with equal force and effect to the successors in office of the Authorized Individuals named herein.

Section 5.3. Indemnification. The Company hereby agrees to indemnify and hold harmless the Financial Institution from any and all claims, demands, expenses, losses, damages, and costs, including reasonable attorneys' fees, resulting from the Financial Institution's reliance on this Resolution and any actions taken by the Financial Institution in accordance with this Resolution.

Section 5.4. Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of [STATE OF FORMATION], without giving effect to any choice of law or conflict of law provisions.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company, if applicable, this ____ day of ____________, [YEAR].

[CERTIFYING OFFICER NAME], [CERTIFYING OFFICER TITLE]

[CORPORATE SEAL] (If applicable)

ACKNOWLEDGMENT

State of _____________________ ) ) ss. County of ____________________ )

On this ____ day of ____________, [YEAR], before me, the undersigned notary public, personally appeared [CERTIFYING OFFICER NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public My Commission Expires: ______________