Can this resolution be signed electronically?

Yes. Electronic signatures are legally equivalent to handwritten signatures under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and retention ability.

Does a bank always require notarization?

Not always. Banks set their own underwriting policies; some accept a certified corporate secretary statement, others require a notarized attestation—confirm with the bank before execution.

What happens if a signer leaves the company?

Revise the resolution promptly and notify the bank in writing. Without a revoked resolution, the former signer may retain apparent authority until the bank updates records.

Are witness signatures ever required?

Witnessing requirements vary by state and document type; some jurisdictions or banks ask for witnesses on deeds or POAs—verify local rules or bank policy beforehand.

Can I use a scanned signed copy?

Scanned copies are often accepted if certified by the corporate secretary and accompanied by proper attestations; some banks prefer original or notarized copies for onboarding.

How should I revoke or amend the resolution?

Pass a new board resolution or written consent that expressly revokes previous authorization, certify it, and deliver the certified amendment to the bank to update signer authority.

Electronic Signature
Templates
Legal
Legal Account Opening Resolution

Legal Account Opening Resolution

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

LEGAL ACCOUNT OPENING RESOLUTION

This Account Opening Resolution (the "Resolution") is adopted by the Board of Directors or other governing body of Entity Name: , a(n) Entity Type: Corporation LLC Partnership organized under the laws of State of Formation: , effective as of Resolution Date: . The governing financial institution to which this Resolution is directed is Financial Institution Name: .

RECITALS

WHEREAS, the governing body of the Company has determined that it is desirable and in the best interests of the Company to open and maintain one or more deposit, checking, savings, custodial, trust, or other accounts with the Financial Institution for the purpose of conducting the Company’s banking business; and

WHEREAS, the Company wishes to designate certain individuals to act on behalf of the Company with respect to such accounts, and to specify the authority of such individuals to execute checks, drafts, withdrawal orders, electronic transfers, and other instruments or instructions affecting the accounts; and

WHEREAS, the Financial Institution requires a certified copy of the resolution and a certification of the incumbency of the officers or authorized persons in order to open and operate the requested accounts.

NOW, THEREFORE, BE IT RESOLVED as follows:

1. AUTHORIZATION TO OPEN ACCOUNTS

The Company is authorized to open and maintain one or more accounts of any type with the Financial Institution identified above. The Financial Institution is authorized to honor, pay, charge, and otherwise process all checks, drafts, withdrawal orders, electronic transfer instructions, automated clearing house items, and similar instruments or instructions, whether drawn to the order of, payable to, or endorsed in the name of the Company, when signed or authorized in accordance with the authority granted in this Resolution.

2. AUTHORIZED SIGNATORIES

The following individuals are designated as Authorized Signatories for the Company. The Financial Institution may rely upon the signature, authority, and identity of each individual listed below until receipt of written notice of their termination or replacement.

Authorized Signatory 1 – Name Title Specimen Signature / Instructions Authority Granted (check all that apply) Open/Close Accounts Withdraw/Endorse Funds Initiate Wire Transfers Electronic Banking / ACH

Authorized Signatory 2 – Name Title Specimen Signature / Instructions Authority Granted (check all that apply) Open/Close Accounts Withdraw/Endorse Funds Initiate Wire Transfers Electronic Banking / ACH

Additional Authorized Signatories (if any)

3. ACCOUNT OPERATIONS; THIRD-PARTY ACTIONS

The Financial Institution may accept and rely upon any document or instruction (including, without limitation, facsimile, electronic or other transmitted instructions) that appears to be signed, authorized, or issued by an Authorized Signatory. The Company expressly authorizes the Financial Institution to accept such instruments until the Financial Institution has received written notice of revocation, amendment, or replacement of this Resolution and has had a reasonable opportunity to act thereon.

4. ELECTRONIC BANKING; SECURITY

Authorized Signatories may be granted access to the Company's accounts through online platforms, automated telephone systems, and other electronic means. The Company agrees that the Financial Institution may rely upon security procedures, identifying numbers, passwords, tokens, or other authentication measures established by the Financial Institution and that the Financial Institution shall not be liable for actions taken in reasonable reliance on such measures.

Primary Online Contact for Access and Administration

5. INDEMNIFICATION

The Company agrees to indemnify and hold the Financial Institution harmless from and against any and all claims, demands, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to actions taken by the Financial Institution in reliance upon this Resolution or upon signature, instructions, or other communications that purport to be authorized by an Authorized Signatory, except to the extent such losses are caused by the gross negligence or willful misconduct of the Financial Institution.

6. CERTIFICATE OF SECRETARY / CORPORATE OFFICER

I hereby certify that I am the duly elected and acting Secretary or other authorized officer of the Company, that the foregoing is a true and correct copy of resolutions duly adopted by the governing body and now in full force and effect, that the persons named as Authorized Signatories hold the stated offices, and that the signatures set opposite their names are genuine.

Meeting Date Meeting Location Secretary / Certifying Officer Name Secretary / Certifying Officer Title Additional Certifications or Notes

7. NOTICES

Any notice, demand or communication required or permitted under this Resolution must be in writing and delivered to the addresses designated below. Notices delivered in person or by official courier shall be deemed given on delivery; notices sent by certified mail shall be deemed given three business days after deposit in the mail.

Company Notice Address Financial Institution Notice Address

8. MISCELLANEOUS

Governing Law: This Resolution shall be governed by and construed in accordance with the laws of the State of Formation without regard to conflict of law principles.

Entire Agreement: This Resolution, together with any account agreements and signature cards executed by the Company and the Financial Institution, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior arrangements and understandings, whether written or oral.

Severability: If any provision of this Resolution is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect.

Amendments; Waiver: This Resolution may be amended or revoked only by a further written resolution adopted by the governing body of the Company and delivered to the Financial Institution. Failure by either party to insist upon strict performance of any term shall not be deemed a waiver of that term.

Counterparts: This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic transmission of signatures shall be treated as original signatures for all purposes.

For the Company — Printed Name:

By:

Date:

For the Financial Institution — Printed Name:

By:

Date:

What a Legal Account Opening Resolution Is

A Legal Account Opening Resolution is a formal corporate record—typically a board or member resolution—authorizing an entity to open bank or custodial accounts, identifying the authorized signatories, and specifying limits or required approvals. It creates the internal authority banks require, documents who may execute account documents, and can include attestation language, effective dates, and notary or corporate-seal requirements. In many cases banks request a certified copy of the minutes or a signed resolution to verify authority before opening accounts or granting online access.

Why a Clear Resolution Matters for Account Access

A precise resolution prevents delays, ensures banks accept signer authority, and protects the organization by documenting delegated powers. It also serves as an auditable record for internal controls and third-party verification.

Who Commonly Prepares This Resolution

Organizations use an account-opening resolution whenever formal authorization is required to open or manage business accounts.

Corporations and S-corporations: board resolutions naming officers and signers for bank accounts.
LLCs and partnerships: manager/member resolutions or certified operating agreement extracts authorizing signatories.
Nonprofits and public entities: board-authorized resolutions tied to grant or fundraising accounts.

Keep a certified copy with corporate records and provide a bank-certified copy on request; retain proof of approval for audits and compliance.

Typical Roles Involved

Corporate Secretary

Maintains the official minutes and certifies copies of the resolution; usually attests to board authority, dates, and signatures for the bank.

Bank Officer

Verifies corporate authority, confirms signer identities per CIP and KYC rules, and may require notarization or an attestation letter.

Core Elements to Include in the Resolution

A professional resolution is concise but comprehensive: it identifies the entity, records the approving body, sets signer authority, and includes attestation signatures and effective dates.

Entity Identification

Full legal entity name, state of formation, and company ID (EIN or state filing number) so banks can match records to filings.

Approving Authority

Language stating who approved the action (board of directors, members, or managers), the meeting date, and whether unanimous written consent was used.

Authorized Signers

Names, titles, specimen signatures, and any signature limits or single/dual signatory rules for transactions or withdrawals.

Account Details

Intended bank or custodian name, account type (checking, sweep, custodial), and optional account number if replacing or amending an existing account.

Attestation Block

Certification by the corporate secretary or officer, signature, date, and optional corporate seal or notary acknowledgement.

Effective Terms

Effective date, expiration or revocation instructions, and any requirement for board re-approval or limits on authority.

Security and Compliance Considerations

Encryption in transit: TLS 1.2/1.3

Encryption at rest: AES-256

Audit trail: Timestamps and IP logs

Regulatory support: ESIGN and UETA compliant

Health-data option: HIPAA (BAA available)

Access controls: SSO and role-based permissions

Step-by-Step: Approve and Use the Resolution

Follow these sequential steps to authorize, certify, and deliver the resolution so banks accept it without delay.

01

Draft: Prepare resolution text matching bylaws and operating agreement.
02

Approve: Board or members vote or sign written consent.
03

Certify: Corporate secretary signs and dates the certified copy.
04

Deliver: Provide original or certified copy to the bank with IDs.

Configuring an Online Resolution Workflow

Set up a repeatable digital workflow to collect approvals, signatures, and certified copies while preserving provenance and audit trails.

Field	Configuration
Template	Use a locked template to ensure consistent language
Conditional Signers	Add logic for dual-signature thresholds
Authentication	Require email + SMS or stronger MFA
Storage	Archive signed PDF with audit record

Where to Send the Certified Resolution

Deliver certified copies to banks and retain originals in corporate records; use secure channels and documented receipt confirmation.

To the Bank: Provide certified copy and signer IDs
Corporate Records: File minutes and resolution in the minute book
Registered Agent: Send if state law or bylaws require notice
Third-Party Custodian: Store certified digital copies in secure repository

Digital Signing and Format Requirements

Use a platform that preserves PDFs, audit trails, signer authentication, and provides tamper-evident signed documents.

File Types: PDF/A and DOCX supported
Integrations: Works with NetSuite and Microsoft 365
Audit & eID: Audit trail plus optional PKI signatures

Ensure the chosen service supports your required authentication level (email, SMS, KBA, or certificate-based), supplies a complete audit record, and can export a certified PDF the bank will accept.

Timing, Deadlines, and Processing Expectations

Timing depends on board governance, bank processing, and whether additional verification or notarization is required.

Board Action Date:

Resolution effective on approval date

Bank Review Time:

Typically 1–10 business days

Notarization Window:

Complete before bank submission if requested

Record Retention:

Keep certified copy indefinitely

Amendment Notice:

Deliver written revocation or amendment promptly

Common Pitfalls to Avoid

Using informal language that fails to identify the approving body and meeting authority.
Mismatched entity names or abbreviations that cause banks to reject the resolution.
Omitting specimen signatures or titles so the bank cannot verify signer identity.
Failing to certify or authenticate the copy when the bank requires a notarized or corporate-sealed version.

Risks and Consequences of Errors

Account Denial: Bank may refuse account opening

Operational Delay: Payments and payroll may be delayed

Fraud Exposure: Unauthorized transactions risk

Regulatory Penalty: KYC/CIP violations risk fines

Tax Impact: Backup withholding 24% possible (IRC §3406)

Contract Dispute: Disputed authority can cause litigation

eSignature Vendor Pricing and Capability Snapshot

Basic pricing and feature availability for common eSignature providers; signNow is shown first for comparison consistency.

	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	Yes, 7-day trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (premium tier)	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions

Answers to common questions about validity, e-signatures, notarization, and bank acceptance for account-opening resolutions.

Need help? Contact support

Can this resolution be signed electronically?
Yes. Electronic signatures are legally equivalent to handwritten signatures under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and retention ability.
Does a bank always require notarization?
Not always. Banks set their own underwriting policies; some accept a certified corporate secretary statement, others require a notarized attestation—confirm with the bank before execution.
What happens if a signer leaves the company?
Revise the resolution promptly and notify the bank in writing. Without a revoked resolution, the former signer may retain apparent authority until the bank updates records.
Are witness signatures ever required?
Witnessing requirements vary by state and document type; some jurisdictions or banks ask for witnesses on deeds or POAs—verify local rules or bank policy beforehand.
Can I use a scanned signed copy?
Scanned copies are often accepted if certified by the corporate secretary and accompanied by proper attestations; some banks prefer original or notarized copies for onboarding.
How should I revoke or amend the resolution?
Pass a new board resolution or written consent that expressly revokes previous authorization, certify it, and deliver the certified amendment to the bank to update signer authority.

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