Banks will not accept a resolution that merely says "the Company may open an account". They require the account, the bank, the branch, the mode of operation and the named signatories to be specified, and they require the copy to be certified. Use one resolution per bank.
Certified True Copy of a Board Resolution
Opening and operation of a bank account
Banks will not accept a resolution that merely says "the Company may open an account". They require the account, the bank, the branch, the mode of operation and the named signatories to be specified, and they require the copy to be certified. Use one resolution per bank.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME] |
| CIN | [CIN] |
| Registered office | [ADDRESS] |
| Meeting | [Meeting of the Board of Directors / Resolution passed by circulation under Section 175 of the Companies Act, 2013] |
| Date of meeting | [DATE] |
| Time and place | [TIME], at [PLACE] |
| Directors present | [NAMES AND DIN] |
| Chairperson | [NAME] |
"RESOLVED THAT a [current] account be and is hereby opened in the name of the Company with [BANK NAME] at its [BRANCH NAME AND ADDRESS] branch (the "Bank"), and that the Bank be and is hereby requested to open and maintain the said account in the name of the Company.
RESOLVED FURTHER THAT the account be operated in accordance with the following mandate:
| Mode of operation | Applies to |
|---|---|
| Singly by any one of the signatories in Group A | Transactions up to ₹ [AMOUNT] |
| Jointly by any one signatory from Group A and any one from Group B | Transactions exceeding ₹ [AMOUNT] and up to ₹ [AMOUNT] |
| Jointly by any two signatories from Group A | Transactions exceeding ₹ [AMOUNT] |
| (Adjust or simplify to match the Company’s actual delegation. A single-signatory mandate with no monetary ceiling is common at incorporation and is a control weakness once the company has employees.) |
RESOLVED FURTHER THAT the following persons be and are hereby authorised to operate the said account in accordance with the mandate set out above, and that their specimen signatures set out in Annexure A be and are hereby approved and attested:
| Group | Name | Designation | DIN / Employee No. | PAN |
|---|---|---|---|---|
| A | [NAME] | [Director] | [DIN] | [PAN] |
| A | [NAME] | [Director] | [DIN] | [PAN] |
| B | [NAME] | [Chief Financial Officer] | [NUMBER] | [PAN] |
| B | [NAME] | [Finance Manager] | [NUMBER] | [PAN] |
3 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 4 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
A resolution that authorises the opening of an account without naming the bank, the branch, the signatories and the mode of operation will be returned. Name all four. Where the company will open accounts with more than one bank, pass a separate resolution for each rather than one omnibus resolution, because each bank will retain its own certified copy and will not accept a copy that references another bank.
Opening a bank account and authorising its operation is exercised by the Board and cannot be delegated to a single director unless the articles permit and the Board has resolved to that effect. Where the resolution is passed by circulation rather than at a meeting, say so in the heading and comply with the requirements for circulation, including that the resolution be placed before the next Board meeting for noting.
A single-signatory mandate with no monetary limit is convenient at incorporation and becomes a serious control weakness the moment the company has employees and material cash. The banded mandate in this template — single signature below a threshold, joint above it — costs nothing to set up and is difficult to retrofit once the account is operating.
The clause protecting the bank until it receives written notice of a change is the bank’s clause, not the company’s. It means a departing signatory can continue to bind the company until notice is given. Make removal of bank mandates a standing item in the exit checklist for any director or finance employee, alongside returning devices and revoking system access.
Paragraph (b) authorises internet banking. In practice the exposure sits with the credentials and the security token rather than the cheque book. Record who holds each token, require the mandate to be mirrored in the bank’s online authorisation matrix rather than only on paper, and check periodically that the two agree — they frequently do not.
The bank will require the certificate of incorporation, the memorandum and articles, the permanent account number, proof of registered office, identification for each signatory and for each beneficial owner, and a declaration of beneficial ownership. Assemble these before the meeting; the resolution is usually the fastest part of the process.
Where the company is raising funds by private placement, the subscription money must be received into a separate bank account maintained for that purpose and must not be utilised before allotment and the filing of the return of allotment. That account needs its own resolution, and the resolution should record the restricted purpose so that the bank does not permit operation before allotment.
The copy furnished to the bank must be certified as a true copy and signed. Certification by one director is usually accepted; certification by two, or by a director and the company secretary, is never questioned. State that the resolution remains in force and has not been rescinded, because banks increasingly ask for that confirmation separately.
The resolution must be entered in the minute book within the period prescribed, the minutes signed by the chairperson, and the specimen signature annexure retained with them. A resolution furnished to a bank but never entered in the minute book is a routine and entirely avoidable diligence finding.
Reflects Indian law and banking practice current as of {{DATE OF USE}}. Bank documentation requirements vary between institutions — obtain the bank’s own checklist before the Board meeting so the resolution can be drafted to match it.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.