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A Board Resolution Authorizing a Check Approval Procedure is a formal governance document in which a company's board of directors officially establishes the rules for signing checks on behalf of the organization. It names specific authorized signatories, assigns each a maximum per-check dollar limit, defines the threshold above which two signatures are required, and prohibits practices β such as pre-signed or blank checks β that create fraud exposure. Once adopted, the resolution is filed in the corporate minute book and a certified copy is provided to each bank where the company holds accounts. It is a standard operational policy template available as a free Word download that can be edited online and exported as PDF.
Without a board-adopted check approval procedure, your organization has no enforceable framework governing who can move money, in what amounts, and with what oversight. The practical consequences are significant: banks may refuse to update signatory records without a current resolution on file; auditors will flag the absence of documented disbursement controls as a material weakness; and grant funders β particularly government and foundation grantors β frequently withhold payments to nonprofits that cannot produce evidence of dual-signature controls. When a departing employee has never been formally revoked as an authorized signatory, they retain the legal ability to sign checks against your accounts. A properly structured resolution closes each of these gaps in under 30 minutes, creating a documented, board-level authorization trail that satisfies banks, auditors, and funders in a single document.
| If your situation is⦠| Use this template |
|---|---|
| Authorizing a specific individual to sign checks up to a dollar limit | Board Resolution Authorizing a Check Approval Procedure |
| Opening a new corporate bank account and naming initial signatories | Board Resolution to Open a Bank Account |
| Removing or replacing an existing check signatory | Board Resolution to Change Bank Signatories |
| Authorizing wire transfers and electronic payments in addition to checks | Board Resolution Authorizing Electronic Fund Transfers |
| Establishing a full accounts-payable policy beyond check signing | Accounts Payable Policy |
| Documenting any other board-level financial authorization | General Board Resolution |
Why it matters: The bank will reject the resolution if the name does not match the account registration. A mismatch also creates enforceability questions if the authorization is ever challenged.
Fix: Pull the exact legal name from your state or provincial corporate registry filing and use it verbatim in the resolution header and body.
Why it matters: Former employees or departed officers remain valid signatories on the bank's records until formally revoked, giving them the ability to sign checks against company accounts.
Fix: Include an explicit revocation clause with an effective date and follow up directly with the bank to confirm removal from their signatory records.
Why it matters: A $250,000 threshold at a company whose largest routine check is $15,000 provides no fraud deterrent β every real disbursement falls below the control.
Fix: Review 12 months of actual check data and set the threshold at a level that captures the top 10β15% of disbursements by value.
Why it matters: When the titleholder changes, the bank cannot determine whether the new person is authorized without a new resolution β creating a gap where either no one or the wrong person is authorized.
Fix: Always name individuals by full legal name alongside their title. Update the resolution promptly whenever a named signatory leaves or changes roles.
Enter the exact registered corporate name β not a trade name β along with the meeting date, location, and whether it was a regular meeting, special meeting, or action by written consent.
π‘ Cross-reference your Articles of Incorporation or Certificate of Formation to confirm the exact legal name before finalizing.
Customize the whereas clauses to describe the actual reason for adopting the procedure β opening a new account, replacing a departing signatory, or responding to an audit recommendation.
π‘ One or two specific recitals are more useful than a generic list. Auditors read the recitals to understand context.
List every individual by full legal name and current title. Set a per-check dollar limit for each person based on their role and the company's disbursement patterns.
π‘ Align individual limits with your accounts-payable workflow β a bookkeeper who processes vendor invoices under $2,500 should have a limit calibrated to that range, not $50,000.
Choose a dollar amount above which two signatures are required. Review your last 12 months of check disbursements to find a threshold that catches the top 10β15% of transactions by value.
π‘ A threshold at roughly 5β10% of monthly operating expenses is a practical starting point for most small and mid-size organizations.
Enter the name of each financial institution and the last four digits of each account number this resolution governs. If you have multiple operating or payroll accounts, list them separately.
π‘ Send the completed resolution to each bank's business banking team β some institutions require their own resolution form in addition to yours.
Confirm the pre-signed check prohibition language is present and clearly worded. If your organization uses check stock with a pre-printed signature for low-value items (e.g., petty cash), document that exception explicitly.
π‘ Consider adding a parallel prohibition on checks payable to 'Cash' above a stated amount β this closes a separate fraud vector.
Enter the effective date of revocation and confirm you have a list of all current signatories at each bank so you can verify the bank updates its records after the resolution is submitted.
π‘ Follow up with the bank in writing 5β7 business days after submission to confirm the old signatories have been removed from their system.
The certifying officer signs and dates the certification block, then files the original in the minute book and provides certified copies to each bank and the company's auditor.
π‘ Keep a certified copy in the finance department's working files so it is immediately available during an audit without having to retrieve the minute book.
Any organization that issues checks from a corporate bank account benefits from a formal procedure, but it is most critical for nonprofits (where grant funders and bylaws frequently require it), companies with multiple signatories, and any business that has experienced or wants to prevent payment fraud. Sole proprietorships with a single owner-operator rarely need a formal resolution, but as soon as a second person has access to accounts, documenting authorization is prudent.
A dual-signature requirement means that checks above a specified dollar amount must be signed by two separate authorized individuals before they are valid. It is a core internal control because it prevents any single employee β including senior finance staff β from unilaterally approving large disbursements. Most auditing standards and many grant agreements recommend dual signatures for checks above a threshold proportionate to the organization's operating budget.
The resolution should be updated any time a named signatory is added, removed, or changes role; when dollar thresholds are revised; when a new bank account is opened; or when the board wants to change the procedure itself. Best practice is also to review the current resolution annually as part of a broader internal controls review to confirm all named signatories are still active employees or officers.
Yes β virtually every commercial bank requires a current certified copy of the board resolution before it will add or remove signatories from an account or honor a change in signing authority. Some banks also have their own resolution forms they prefer, so check with your relationship manager whether you need to complete both their form and file your own resolution in the minute book.
The corporate secretary (or the officer designated as secretary for the meeting) certifies the resolution. The certifying officer should not be one of the individuals named as an authorized signatory in the same resolution β maintaining that separation preserves the independence of the governance record and is a standard internal control expectation.
A check signed by an unauthorized person is technically not a valid corporate disbursement and may expose the company to fraud liability, particularly if the check is later disputed. Banks may also dishonor checks signed by individuals not on their authorization records. In the event of a dispute, an unauthorized signature creates personal liability risk for the signer and governance liability for the organization.
In most jurisdictions, boards may adopt resolutions by unanimous written consent without a formal meeting, provided the company's bylaws permit it and all required directors sign the consent. The resolution template should be adapted to reference a written consent action rather than a meeting, and all consent signatures should be collected and filed in the minute book alongside the resolution.
These terms overlap but are not identical. A corporate banking resolution typically authorizes the opening of a bank account and names initial signatories β it is bank-facing and often uses the bank's own form. A check approval procedure resolution is an internal governance document that sets the detailed policy (thresholds, dual-signature requirements, prohibitions on pre-signed checks) and is maintained in the minute book. Both are often adopted together when a new account is opened.
A resolution to open a bank account authorizes the creation of the account and names initial signatories β it is primarily a bank-facing document. A check approval procedure resolution sets the internal policy governing how checks are signed, at what thresholds, and with what controls. The two are complementary and are typically adopted together when a new account is opened, but they serve distinct purposes.
An accounts payable policy covers the full vendor payment lifecycle β invoice receipt, coding, approval workflows, and payment methods including checks, ACH, and wire. A check approval procedure resolution is narrower: it is a board-level governance document focused solely on who can sign checks and under what conditions. The AP policy operationalizes the day-to-day process; the resolution provides the board-level authorization that underlies it.
A general board resolution is a blank-format document for any board action. A check approval procedure resolution is a purpose-built template with pre-structured sections for signatories, dollar tiers, dual-signature requirements, and prohibitions β significantly reducing drafting time and the risk of missing a critical control element.
A corporate signing authority policy covers the full range of instruments an employee or officer may execute on the company's behalf β contracts, leases, and financial instruments. A check approval procedure resolution is specific to check disbursements and is the document the bank and auditors actually require on file. Both are needed for a complete internal controls framework.
Grant funders and state regulators frequently require dual-signature controls and a current certified resolution as a condition of funding disbursement.
Law firms, accounting firms, and consultancies use tiered signatory authority to align check-signing limits with partner, manager, and staff seniority levels.
High-value subcontractor and supplier payments make dual-signature thresholds critical; the resolution also provides documentation for bonding and surety requirements.
Medical practices and healthcare organizations require clear disbursement controls to satisfy HIPAA-adjacent financial controls and accreditation body requirements.
| Path | Best for | Cost | Time |
|---|---|---|---|
| Use the template | Small businesses, nonprofits, and growing companies establishing or updating check-signing controls without complex multi-entity structures | Free | 20β30 minutes |
| Template + professional review | Organizations subject to grant compliance requirements, external audits, or state regulatory oversight | $150β$400 for a one-hour legal or CPA review | 1β2 days |
| Custom drafted | Multi-entity corporate groups, regulated financial institutions, or organizations with complex signatory hierarchies spanning multiple jurisdictions | $500β$1,500 | 3β7 days |
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