Does a bank always require notarization?

Not always. Many banks request notarized or certified copies for verification, but acceptance policies vary. Confirm the receiving bank’s requirements before executing; some accept corporate certifications without notarization.

Can a Corporate Bank Resolution be e-signed?

Yes, electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the bank accepts e-signed documents and any consumer-facing disclosures are satisfied.

When is RON acceptable for notarization?

RON is acceptable where state law permits permanent RON and the bank accepts remote notarization. RON typically requires identity proofing, A/V recording, and retention; confirm both state rules and bank policy.

Who should sign the resolution?

Signatures are usually by corporate officers named in the resolution (chair, president, treasurer, corporate secretary) or as authorized in board minutes. The certifying officer should attest to board approval.

What supporting documents do banks request?

Banks commonly request articles of incorporation, the company’s EIN, officer ID, board minutes or written consent, and a certified or notarized resolution. Requirements depend on bank and account type.

How long does bank verification take?

Verification typically takes 3–14 business days after full submission; complex structures, international entities, or incomplete documentation can extend the timeline.

Electronic Signature
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Legal
Corporate Bank Resolutions

Corporate Bank Resolutions

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CORPORATE BANK RESOLUTIONS

The undersigned, being the duly elected and acting Secretary of the corporation whose legal name is , a corporation organized under the laws of the State of , with principal executive office at , hereby certifies that at a meeting of the Board of Directors duly held and convened on , the following resolutions were adopted and are now in full force and effect.

RECITALS

WHEREAS, the corporation desires to establish and maintain banking relationships and to open, maintain and close deposit, cash management, loan and other accounts with (the "Bank") and its branches, agencies and affiliates; and

WHEREAS, the Board has determined that it is in the best interests of the corporation to delegate to certain officers and agents the authority to open and manage such accounts, to execute agreements, to give and receive instructions with respect to accounts, and to take all other actions necessary or convenient to carry out the banking relationship with the Bank.

WHEREAS, the Board desires to certify the names and specimen signatures of the persons authorized to act on behalf of the corporation with respect to the accounts described below.

NOW THEREFORE

Authorization to Open and Maintain Accounts. The corporation hereby authorizes the Bank to open, maintain and close accounts in the name of the corporation, including but not limited to demand deposit accounts, savings accounts, merchant services, sweep accounts, lines of credit, loan accounts, trust accounts and other cash management facilities (collectively, "Accounts"). The Bank is authorized to accept and rely upon the signature and authority of the persons identified in Section 2.
Authorized Signatories
The following individuals are authorized to act for and on behalf of the corporation with respect to the Accounts. The Bank may rely upon any signature, instruction, endorsement, order or other action given by such authorized signatories until it receives written notice of revocation acceptable to the Bank.
Authorized Signatory 1 — Name Title Specimen Signature / Initials Authorized Signatory 2 — Name Title Specimen Signature / Initials Authorized Signatory 3 — Name (optional) Title Specimen Signature / Initials
Signature Requirement. The Bank is authorized to act upon checks, drafts, withdrawal orders, wire transfer instructions and other instruments executed by:
Any one (single) authorized signatory listed above Any two authorized signatories acting jointly Other (describe)
Electronic and Wire Transfer Authority. The Bank is authorized to accept and act upon instructions transmitted by electronic means, facsimile or other agreed security procedure, including ACH and wire transfer instructions, provided such instructions reasonably conform to the Bank's security procedures. The corporation accepts responsibility for any loss or claim resulting from the Bank's good faith compliance with such instructions and will indemnify and hold the Bank harmless for actions taken in accordance with such instructions except for the Bank's gross negligence or willful misconduct.
Facsimile and Specimen Signatures. The Bank may rely upon facsimile specimens or other reproduction of signatures provided by the corporation as if they were original signatures. The corporation shall remain liable for any unauthorized use of facsimile signatures unless and until the Bank has received written notice of revocation and a reasonable time to act on such notice.
Incumbency Certification. The Secretary of the corporation is authorized and directed to certify to the Bank the names and titles of the officers and agents of the corporation and to provide a copy of these resolutions. The Bank is entitled to rely upon such certification until it receives written notice of change and a reasonable time to act.
Delegation of Authority. The Board authorizes the officers identified herein to delegate to other employees or agents such powers as they, in their discretion, determine necessary to carry out the purposes of these resolutions, provided that any further delegation shall be in writing and that the Bank shall be provided written notice of delegates acceptable to the Bank.
Ratification. All prior actions taken by officers or agents of the corporation to effectuate the banking relationship and the opening and operation of Accounts are hereby ratified, confirmed and approved.
Indemnification. The corporation agrees to indemnify, defend and hold the Bank harmless from and against any claims, liabilities, losses or expenses arising from the Bank's acceptance of instructions or instruments believed in good faith to be genuine and authorized, except to the extent resulting from the Bank's gross negligence or willful misconduct.
Effective Date. These resolutions shall be effective as of the date of adoption by the Board and shall continue in effect until modified or revoked by a subsequent resolution delivered in writing to the Bank.

NOTICES

All notices, demands and other communications required or permitted under these resolutions shall be delivered to the addresses below. Corporation Notices:

Corporation Notice Address Bank Notice Address

GOVERNING LAW; MISCELLANEOUS

Governing Law: These resolutions shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement: These resolutions constitute the entire resolution of the Board with respect to the subject matter hereof and supersede any prior inconsistent resolutions delivered to the Bank.

Severability: If any provision of these resolutions is held invalid or unenforceable, that provision shall be severed and the remainder of the resolutions shall remain in full force and effect.

Amendments; Waiver: No amendment or waiver of any provision of these resolutions shall be effective unless in writing and signed by the corporation and acknowledged by the Bank.

Counterparts: These resolutions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATION BY SECRETARY

I, the undersigned Secretary of the corporation, hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors at a meeting duly held in accordance with law and the Bylaws of the corporation on , and that such resolutions are now in full force and effect.

Secretary Printed Name Secretary Title Secretary Signature (for internal record)

Corporation Representative:

By:

Date:

Bank Representative:

By:

Date:

What a Corporate Bank Resolution Is and when it’s used

A Corporate Bank Resolution is an internal corporate document showing that the board of directors or other authorized body has approved specific banking actions and authorized named individuals to act on the company’s behalf. Banks commonly require a signed, and often notarized, resolution to open accounts, add signatories, change authorized signers, or approve wire and treasury arrangements. The resolution typically names the entity, states the board action, lists authorized signers and their signing limits, provides an effective date, and is retained in the corporate record book as proof of authority.

Why a clear, formal resolution matters to banks and companies

A properly drafted Corporate Bank Resolution reduces onboarding friction with financial institutions, prevents unauthorized transactions, and establishes a verifiable paper trail of delegated authority. It clarifies who may sign, what transactions they may approve, and when the authorization begins or ends.

Who typically prepares and relies on these resolutions

Several corporate and financial roles prepare, approve, or accept bank resolutions depending on the transaction and institution.

Corporate secretaries, general counsel, and corporate officers who draft and maintain official corporate records for banks and auditors.
Bank operations and compliance teams that verify authority, perform KYC/AML checks, and accept the resolution to open or modify accounts.
External advisors—attorneys, accountants, and corporate service providers—who prepare or certify resolutions for multi-jurisdictional clients.

Keep corporate and bank copies accessible: banks will request originals, notarized copies, or certified copies depending on their internal policies.

Typical signers and approvers

Corporate Secretary

Corporate secretaries prepare and certify resolutions, confirm corporate authority, and maintain the minute book. They typically attest that the board action occurred and may provide a signed certification or corporate seal to the bank.

Bank Officer

Bank officers and compliance specialists review resolutions to confirm signer identity, signature authority, and any notarization requirements. Their acceptance triggers account opening and live transaction privileges.

Essential elements of a professional Corporate Bank Resolution

A concise, unambiguous resolution reduces back-and-forth with banks and supports reliable corporate governance.

Entity identification

Full legal name, jurisdiction of formation, business address, and federal EIN should match formation and tax records to avoid processing delays.

Authority statement

A clear recital that the board (or members) authorized the banking action, citing the meeting or written consent resolution that approved it.

Authorized signers

List each authorized signer by full name and title, specify single- or dual-signature rules, and indicate per-transaction or daily limits where applicable.

Scope and limits

Define permitted transactions (account opening, wires, ACH, loans), signature thresholds, and any restrictions such as single-sign limits or required co-signers.

Execution details

Include execution date, effective date, signature blocks, and any requirement for corporate seal, notarization, or witness signatures.

Certification clause

A corporate officer or secretary should certify the resolution is true and in effect and state how long it will remain valid or how to revoke it.

Security and compliance details you may need to include

Encryption: TLS 1.2/1.3, AES-256

Audit trail: Timestamps, IP, action log

Authentication: Email, SMS, KBA, SSO

Retention: Immutable exportable logs

Compliance: ESIGN, UETA, HIPAA (BAA)

RON readiness: Audio-video session records

Step-by-step: how to prepare and execute the resolution

Follow a consistent sequence to ensure the resolution will be accepted by banks and recorded in corporate books.

01

Draft the resolution: Prepare a concise document naming the entity, action, and authorized signers.
02

Obtain corporate approval: Record board minutes or a written consent approving the resolution.
03

Certify and notarize: Have the corporate secretary certify the document; notarize or use RON where the bank requires it.
04

Deliver to the bank: Provide original or certified copy per bank instructions and retain an executed copy in records.

Digital workflow settings for online completion and submission

Set up a workflow that ensures correct fields, signer authentication, and secure storage when completing the resolution online.

Field	Configuration
Signer Authentication	Email link plus optional SMS code
Template Fields	Signature, printed name, title, date
Conditional Logic	Show co-signer fields only when required
Storage Location	Encrypted cloud archive with export

Digital delivery and platform integration options

Corporate Bank Resolutions can be completed and delivered using secure eSignature platforms integrated with common enterprise systems.

Integrations: Salesforce, NetSuite, Microsoft 365 supported
File formats: PDF, DOCX, HTML, Excel
Authentication: Email, SMS, KBA, SSO options

Confirm the receiving bank’s preferred submission method—some banks accept secure e-signed PDFs, others require notarized originals or certified corporate copies.

Where to send or file the executed resolution

Choose the delivery method requested by the bank and ensure you retain a company copy for governance and audit purposes.

Bank operations portal: Upload the executed resolution to the bank’s secure portal when available.
Physical delivery: Provide an original or certified copy by mail when required by policy.
Email submission: Send encrypted PDF to the bank compliance contact if accepted.
Corporate records: File executed originals in the minute book or secure company archive.

Timing considerations and typical processing expectations

Processing times and deadlines vary by bank, jurisdiction, and whether notarization is required; plan ahead for account openings and signatory changes.

Board approval date:

Record immediately when the board or written consent authorizes the resolution.

Account opening submission:

Banks typically process within 3–14 business days after receiving complete documents.

Notarization or RON:

Complete notarization during the signing event; RON may add session retention duties.

State filings:

No routine state filing for a resolution, but check formation records for entity updates.

Retention start:

Retention begins on the date of execution or certification, whichever is later.

Common preparation mistakes to avoid

Using an informal or ambiguous authority clause that does not specify signer names, titles, or transaction limits.
Submitting unsigned, uncertified, or unnotarized copies when the bank requests originals or certified copies.
Mismatched entity details—differences in the legal name, EIN, or jurisdiction between the resolution and bank records.
Failing to record the board action in minutes or failing to attach the written consent the resolution references.

Consequences of incorrect or incomplete resolutions

Account denial: Bank may refuse to open or modify accounts

Transaction delays: Funds movement or wire approvals may be blocked

Liability exposure: Unauthorized signings can create corporate liability

Regulatory risk: KYC/AML holds or enhanced review

Operational cost: Repeat notarizations or legal reviews required

Record inconsistencies: Audit findings for poor corporate governance

Comparing common eSignature options for completing resolutions

Pricing and feature availability vary by vendor and plan; signNow listed first to reflect commonly used plan tiers and per-user pricing.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about Corporate Bank Resolutions

Answers to common questions about execution, notarization, e-signing, evidence of authority, and bank acceptance policies.

Need help? Contact support

Does a bank always require notarization?
Not always. Many banks request notarized or certified copies for verification, but acceptance policies vary. Confirm the receiving bank’s requirements before executing; some accept corporate certifications without notarization.
Can a Corporate Bank Resolution be e-signed?
Yes, electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the bank accepts e-signed documents and any consumer-facing disclosures are satisfied.
When is RON acceptable for notarization?
RON is acceptable where state law permits permanent RON and the bank accepts remote notarization. RON typically requires identity proofing, A/V recording, and retention; confirm both state rules and bank policy.
Who should sign the resolution?
Signatures are usually by corporate officers named in the resolution (chair, president, treasurer, corporate secretary) or as authorized in board minutes. The certifying officer should attest to board approval.
What supporting documents do banks request?
Banks commonly request articles of incorporation, the company’s EIN, officer ID, board minutes or written consent, and a certified or notarized resolution. Requirements depend on bank and account type.
How long does bank verification take?
Verification typically takes 3–14 business days after full submission; complex structures, international entities, or incomplete documentation can extend the timeline.

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