In short: corporate and banking resolutions
A corporate resolution is a written record of a decision made by a company’s board of directors or, in an LLC, by its members or managers. A banking resolution is the corporate resolution a bank asks for when you open a business account: it names the people allowed to open, operate and sign on the account.
- Who adopts it: the board of directors in a corporation, and the members or managers in an LLC.
- What it names: the bank, the accounts, each authorized signer and their title, and any limits such as two signatures above a set amount.
- Where it goes: one signed copy to the bank and one in the company’s records. It is not filed with the state.
- When to update it: whenever an authorized signer joins, leaves or changes role.
- BusinessAnywhere price: $27, prepared from our template with your company and signer details in 1 to 3 business days.
Get your banking resolution prepared for $27
BusinessAnywhere prepares your banking resolution from our standard template and fills in your company name, state of formation, bank and authorized signers. You receive an editable file in 1 to 3 business days, and your card is not charged until we confirm your order.
Banking resolution at a glance
| Question | Answer |
|---|---|
| What it is | A written decision of the company authorizing named people to open and operate its bank accounts |
| Also called | Corporate resolution to open a bank account, bank resolution, LLC banking resolution, resolution of authority |
| Who adopts it | The board of directors of a corporation, or the members or managers of an LLC |
| Who asks for it | Banks, credit unions and some payment processors, when you open an account or change signers |
| Filed with the state | No. The bank keeps a copy and you keep the original with your company records. |
| Works for | Corporations and LLCs |
| BusinessAnywhere price | $27, ready in 1 to 3 business days |
What is a corporate resolution?
A corporate resolution is a formal written record of a decision by the people who govern a company. In a corporation, the board of directors adopts resolutions, and the shareholders adopt them for decisions reserved to shareholders. In an LLC, the members adopt them, or the managers in a manager-managed LLC. The term “corporate resolution” is used for both, even though an LLC is not a corporation.
A resolution shows that a decision was properly authorized. Banks, lenders, landlords, auditors and the IRS look for one when a company takes an action that binds it, such as opening an account, borrowing money, signing a lease or electing a tax status.
What is a banking resolution?
A banking resolution is the corporate resolution that authorizes a company to open a bank account and names the people who can act on it. It answers the two questions every bank has to settle before it lets a company move money: has the company agreed to open this account, and who speaks for the company at the bank.
Banks ask for it because a company can only act through people. The LLC operating agreement or the corporation’s corporate bylaws show who owns and runs the company, and the banking resolution shows which of those people the company has authorized to handle its bank accounts.
What a banking resolution includes
| Section | What it records |
|---|---|
| Company details | The legal name exactly as filed, the state of formation and the EIN |
| Bank and accounts | The name of the bank and the accounts authorized, such as checking, savings or a merchant account |
| Authorized signers | The name and title of each person authorized to act on the accounts |
| Powers granted | What the signers can do: open and close accounts, sign checks, make transfers and wires, use online banking, order debit cards |
| Signature rules | Whether one signature is enough or two are required, and any dollar limit above which two signatures apply |
| Bank forms | Adoption of the bank’s own account agreement and signature card |
| Effective date and duration | When the authority starts and that it stays in force until the company revokes it in writing |
| Certification | A statement signed by the corporate secretary, or by the members or managers of an LLC, that the resolution was properly adopted |
Corporate vs LLC banking resolution
| Corporation | LLC | |
|---|---|---|
| Who adopts it | The board of directors | The members, or the managers in a manager-managed LLC |
| How it is adopted | Vote at a board meeting, or unanimous written consent without a meeting | Vote or written consent of the members or managers, as the operating agreement provides |
| Who certifies it | The corporate secretary | A member or manager |
| Governing document it must match | Articles of incorporation and bylaws | Articles of organization and operating agreement |
| Single-owner company | The sole director adopts it | The sole member adopts it |
A single-member LLC still needs one. The bank has no other document that names the owner as the authorized signer in a form it can file with the account.
Other common corporate resolutions
The banking resolution is the one most new companies need first. Boards and members adopt resolutions for these decisions too:
- Appointing or removing officers, such as the president, treasurer and secretary
- Issuing shares or admitting a new LLC member. See how to add a member to an LLC.
- Approving a loan, a line of credit or a personal guarantee
- Signing a lease or a major contract
- Electing S corporation tax status with IRS Form 2553. See S corp tax election.
- Changing the registered agent or the principal office
- Approving the sale of company assets or the dissolution of the company. See how to dissolve an LLC.
A new corporation records its first set of resolutions, including the banking resolution, in its organizational minutes. BusinessAnywhere prepares shareholder organizational minutes for $97.
How to adopt a banking resolution
- Confirm who has authority. Check your operating agreement or bylaws for who can approve the resolution and whether it needs a vote or written consent.
- Ask the bank what it accepts. Some banks supply their own resolution form. If yours does, complete that form. If not, a company resolution with the sections above meets the same need.
- Name the signers and their limits. List each authorized person, their title and any dual-signature threshold.
- Adopt it. Hold the vote, or have every director or member sign a written consent.
- Certify and sign. The secretary, or a member or manager of an LLC, signs the certification and dates it.
- Deliver and file it. Give a signed copy to the bank with your formation documents and EIN letter, and keep the original in the company records.
Banking resolution vs operating agreement vs bylaws
| Banking resolution | Operating agreement | Corporate bylaws | |
|---|---|---|---|
| Entity | LLC or corporation | LLC | Corporation |
| What it covers | Who can open and operate the bank accounts | Ownership, management, money and exits | Officers, directors, meetings and voting |
| Filed with the state | No | No | No |
| Given to the bank | Yes | Yes, when the bank asks | Yes, when the bank asks |
| BusinessAnywhere price | $27 | $97 | $97 |
Opening a bank account as a non-US owner
Banks apply their identity checks to every authorized signer named in the resolution, so the signers you list are the people the bank will verify. For a foreign-owned LLC or corporation, prepare the resolution together with the formation documents, the EIN and the operating agreement or bylaws, since banks ask for the full set at once. The how non-residents open LLC bank accounts guide lists what US banks ask for, and BusinessAnywhere’s business banking page compares five banking partners that open accounts online, including options for founders outside the US.
If you do not have an EIN yet, BusinessAnywhere files the EIN application for $97.
When to update a banking resolution
Adopt a new resolution and give it to the bank whenever:
- An authorized signer leaves the company or changes role
- You add a new signer
- You change signature limits or dual-signature rules
- You open accounts at a new bank
- Ownership or management changes, such as a new member or a switch to manager-managed
Revoke the old authority in the new resolution, so the bank has a written instruction to remove the previous signer.
Ways to get a banking resolution
| Option | Cost | What you get |
|---|---|---|
| The bank’s own form | Free | The bank’s standard resolution, which covers only that bank |
| Write it yourself | Your time | A resolution you draft with the sections above |
| BusinessAnywhere | $27 | Our standard template prepared with your company, bank and signer details, delivered as an editable file in 1 to 3 business days |
Frequently asked questions
What is a corporate resolution?
A corporate resolution is a written record of a decision made by a company’s board of directors or, in an LLC, by its members or managers. It shows the decision was properly authorized, and banks, lenders and other parties ask for one before they act on the company’s behalf.
What is a banking resolution?
A banking resolution is a corporate resolution that authorizes the company to open a bank account and names the people who can operate it, sign checks and make transfers. Banks ask for it when you open a business account or change signers.
Does an LLC need a banking resolution?
Yes, when the bank asks for one, and banks ask for it from LLCs as well as corporations. In an LLC the members, or the managers in a manager-managed LLC, adopt it. A single-member LLC adopts it with the owner’s signature alone.
Who signs a corporate resolution?
In a corporation, the directors adopt the resolution and the corporate secretary certifies it. In an LLC, the members or managers adopt it and one of them certifies it.
Is a banking resolution filed with the state?
No. The bank keeps a signed copy with the account records, and the company keeps the original with its own records.
What is the difference between a corporate resolution and corporate minutes?
A resolution records a single decision. Minutes record everything that happened at a meeting, including the resolutions adopted there. A resolution adopted by written consent without a meeting stands on its own.
How much does a banking resolution cost with BusinessAnywhere?
BusinessAnywhere prepares a banking resolution for $27. We fill in your company name, state of formation, bank and authorized signers on our standard template and deliver an editable file in 1 to 3 business days. Your card is not charged until we confirm your order.
Do I need a new banking resolution when a signer changes?
Yes. Adopt a new resolution that adds or removes the signer and revokes the previous authority, and give it to the bank.
Order your banking resolution for $27
Prepared from our standard template with your company, bank and signer details, delivered as an editable file in 1 to 3 business days. BusinessAnywhere also prepares operating agreements and corporate bylaws for $97 each.
BusinessAnywhere is not a law firm and does not provide legal advice. The documents we prepare use standard templates and your company’s details. For advice specific to your situation, consult a licensed attorney.
