Board Resolution Authorizing the Signing of Checks Template

In plain language: Identifies the corporation by its full legal name, state or province of incorporation, and confirms that the board meeting was properly convened with a quorum present.

Common mistake: Using a trade name or DBA instead of the registered legal entity name. Banks compare the resolution to the account-opening documents and will reject a mismatch.

In plain language: The operative clause that formally authorizes named individuals to sign checks on behalf of the corporation, referencing their titles as well as names.

Common mistake: Listing only a person's name without their corporate title. If the individual's employment ends, there is no clear mechanism for the bank to verify their authorization status by title alone.

In plain language: Specifies the financial institution, account number(s), and account type(s) to which the signing authority applies, limiting the resolution's scope to defined accounts.

Common mistake: Drafting the resolution without referencing specific account numbers, which can cause compliance officers to reject the document as insufficiently specific for bank purposes.

In plain language: Sets out whether a single authorized signatory may act alone or whether two signatories must co-sign, and specifies any threshold above which dual signatures are required.

Common mistake: Omitting a spending threshold entirely. Without one, a single signatory technically has unlimited check-writing authority, which removes an important internal fraud control.

In plain language: Formally cancels any previous resolutions or authorizations covering check-signing authority, ensuring the bank acts only on the current document.

Common mistake: Omitting this clause when replacing a former signatory. Without it, the bank may honor checks signed by the removed individual until a separate revocation notice is delivered.

In plain language: Authorizes the corporate secretary or a named officer to deliver certified copies of this resolution to the bank and to execute any additional bank forms required to give effect to the authorization.

Common mistake: Failing to include this clause, which causes delays when the bank requires its own internal signature card or certification form to be completed alongside the resolution.

In plain language: States the date on which the authorization takes effect, which may be the date of the meeting or a later date to align with a staffing transition.

Common mistake: Leaving the effective date blank or stating 'immediately.' A blank date creates ambiguity about when prior authorizations were superseded, which matters if a check is disputed.

In plain language: A statement signed by the corporate secretary (or equivalent) confirming that the resolution was validly adopted, the date it was passed, and that it has not been amended or rescinded.

Common mistake: Having a person certify a resolution in which they are also named as an authorized signatory. This self-certification creates a conflict of interest that some banks and auditors will flag.

In plain language: Signature blocks for the required number of directors (or all directors, depending on the corporation's bylaws) confirming their vote in favor of the resolution.

Common mistake: Obtaining fewer signatures than required by the corporation's bylaws for a valid resolution. If bylaws require a majority of the full board, unanimous written consent signatures from only two of five directors are insufficient.

A board resolution authorizing the signing of checks is a formal corporate document in which a company's board of directors designates specific individuals to sign checks and disburse funds on the organization's behalf. It identifies the authorized signatories by name and title, specifies the bank accounts covered, sets any spending thresholds or dual-signature requirements, and revokes any prior authorizations. Banks typically require this document before recognizing a new or changed signatory on a corporate account.

A company needs this resolution whenever it opens a new bank account, replaces an officer who previously held check-signing authority, adds a new signatory, implements dual-signature controls, or when a bank's compliance team requests updated authorization documentation. Nonprofits may also need one to satisfy funder audit requirements. It is best practice to update the resolution any time the list of authorized signatories changes, rather than waiting for the bank to flag an issue.

In most US states and Canadian provinces, notarization is not required for a board resolution to be legally effective. However, some banks — particularly for high-value accounts or international wire authority — request a notarized copy for their compliance files. Check with your specific bank before finalizing the document. A certified copy signed by the corporate secretary is usually sufficient for standard commercial banking purposes.

A board resolution is the formal action taken by the full board of directors at a properly convened meeting (or by unanimous written consent). A corporate authorization is a broader term that can include delegated authority from a single officer or the board acting under standing authority. For check-signing purposes, most banks specifically require a board resolution — not a simple letter of authorization from the CEO — because it reflects collective governing body approval rather than individual instruction.

Only if the corporation has a single director and the bylaws permit sole-director action, or if the single director constitutes a quorum under the articles. For multi-director boards, a resolution typically requires a quorum to be present and a majority vote, or unanimous written consent in lieu of a meeting. A resolution passed without the required quorum or vote is not validly adopted and may be challenged by the bank or in litigation.

Pass a new board resolution naming the updated list of authorized signatories, including an explicit clause revoking all prior authorizations. Certify the new resolution and deliver it to the bank with any required signature cards. Do not simply cross out a name on an existing resolution — banks require a fresh, properly adopted document. Update your corporate minute book to reflect the change.

A check signed by an unauthorized individual may be returned by the bank, creating a dishonored payment. Beyond the operational disruption, the signatory could face personal liability for exceeding their authority, and the company may have difficulty recovering funds disbursed without board authorization. Keeping the resolution current and ensuring the bank's records match the current resolution eliminates this risk.

Yes — including a spending threshold is strongly recommended as an internal control. A common structure grants sole-signature authority up to a defined amount (e.g., $5,000 or $10,000) and requires dual signatures for checks above that amount. This tiered approach reduces fraud exposure and is often required by auditors, grant funders, and corporate governance best-practice frameworks. Without a threshold, any named signatory has uncapped disbursement authority.

Nonprofits generally follow the same corporate resolution process as for-profit entities, but are often subject to stricter controls. Grant agreements frequently require dual signatures above low thresholds (sometimes as low as $1,000), and state charity registration regulators may audit disbursement controls. The board resolution should reflect these requirements precisely, and a copy is often filed with the nonprofit's auditors as part of the annual audit package.