In short: Banks ask a company for a certified copy of a board resolution before they open a current account. The resolution names the bank, says who can operate the account and how (singly or jointly), and authorises a director to sign the forms. The format below covers all of this. Fill in the highlighted blanks.
When you need it
- Opening the company's first bank account after incorporation. SPICe+ can send an account-opening request, but the bank still asks for a board resolution.
- Opening an additional account with another bank or branch.
- Changing the authorised signatories on an existing account. Adapt the same wording and say which signatories are added or removed.
The board passes this resolution at a board meeting under its general powers in Section 179 of the Companies Act, 2013. Record it in the minutes too. A private company usually doesn't need to file anything with the ROC for this resolution.
The template
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [DAY, DATE] AT [TIME] AT [ADDRESS OF VENUE / REGISTERED OFFICE]
Opening of a current account with [BANK NAME]
"RESOLVED THAT a current account be opened in the name of the Company with [BANK NAME], [BRANCH NAME AND ADDRESS] (the "Bank"), and that the Bank be and is hereby authorised to honour cheques, bills of exchange, promissory notes and other instruments, and to act on instructions given electronically or otherwise, for and on behalf of the Company, when signed or authorised as provided below.
RESOLVED FURTHER THAT the said account be operated by [SINGLY / JOINTLY by any two] of the following persons:
1. [NAME], Director (DIN: [DIN])
2. [NAME], Director (DIN: [DIN])
3. [NAME], [DESIGNATION]
RESOLVED FURTHER THAT the above persons be and are hereby authorised to [issue cheques, give payment instructions, use internet banking, apply for cheque books and debit cards, and close the account][, subject to a limit of ₹_____ per transaction for single signatures].
RESOLVED FURTHER THAT [NAME], Director (DIN: [DIN]), be and is hereby authorised to sign the account opening form and any other documents the Bank requires, and to submit certified copies of the Company's Certificate of Incorporation, Memorandum and Articles of Association, PAN and other documents to the Bank.
RESOLVED FURTHER THAT the specimen signatures of the authorised signatories be furnished to the Bank, and that this resolution be communicated to the Bank and remain in force until a notice in writing of its revocation is received by the Bank."
Certified to be a true copy
For [COMPANY NAME]
__________________________
[NAME]
Director (DIN: [DIN])
Date: [DATE]
Place: [PLACE]
How to use it
- Check the bank's own format first. Many banks give you their own resolution format or a checklist. If they do, use their wording and borrow anything useful from this one.
- Decide how signatories will operate the account. Single signature is quicker. Joint signatures, or a limit above which two must sign, give better control when there are several founders.
- Print the certified copy on the company's letterhead and have a director, or the company secretary if there is one, sign it. Some banks also ask for the company seal, if the company uses one.
- Keep the original in the minutes book. The certified copy goes to the bank. The resolution itself must appear in the signed minutes of the meeting.
Just incorporated? See what else is due in the first 180 days in how to register a private limited company.
Frequently asked questions
Is a board resolution compulsory to open a company bank account?
Banks almost always ask for one, because the company acts through its board and the bank needs proof of who may operate the account. Without a certified copy of the resolution, most banks won't open a current account for a company.
Can a resolution for opening a bank account be passed by circulation?
Yes. Under Section 175 of the Companies Act, 2013, a board resolution can be passed by circulation if the draft is circulated to all directors and approved by a majority of those entitled to vote. It must then be noted at the next board meeting and recorded in its minutes.
Who signs the certified true copy?
Usually any director, or the company secretary if the company has one. The person signing certifies that the text matches the resolution recorded in the minutes.