Board & Governance

Banking Resolutions & Mandate

Banks will not act on a resolution that is vague about limits or silent about who may bind the company alone. The other half of this document is the part companies forget: revoking authority the day someone leaves. Dormant signing rights held by former employees are among the most common findings in any control review.

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Banking Resolutions

Account opening, mandates and authorised signatories

Banks will not act on a resolution that is vague about limits or silent about who may bind the company alone. The other half of this document is the part companies forget: revoking authority the day someone leaves. Dormant signing rights held by former employees are among the most common findings in any control review.

ItemDetail
Company[COMPANY NAME], UEN [UEN]
Bank[BANK NAME], [BRANCH]
Account type[Current / Foreign currency / Fixed deposit / Multi-currency]
Account number[NUMBER]
Resolution date[DATE]
Mandate effective from[DATE]
Supersedes mandate dated[DATE]
Certified copy provided to the bank on[DATE]

Resolution — Account Opening

[COMPANY NAME] (UEN: [UEN]) (the "Company")

RESOLUTION IN WRITING OF THE DIRECTORS

We, the undersigned, being all the directors of the Company entitled to receive notice of a meeting of directors, resolve as follows:

1. Opening of account

IT WAS RESOLVED THAT the Company open [a current account / accounts] with [BANK NAME] (the "Bank") in the name of the Company, in the following currencies: [CURRENCIES], and that the Bank’s standard terms and conditions applicable to such accounts be and are hereby accepted.

2. Mandate and authorised signatories

IT WAS RESOLVED THAT the Bank be authorised to honour instructions in respect of the accounts, including payment instructions, transfers, foreign exchange transactions and the opening or closing of further accounts, given in accordance with the mandate below.

Category of transactionValue (S$)Signatories requiredNamed signatories
Payments and transfersUp to [AMOUNT]Any one of Group A[NAMES]
Payments and transfers[AMOUNT] to [AMOUNT]Any two, of whom one from Group A[NAMES]
Payments and transfersAbove [AMOUNT]Any two from Group A[NAMES]
Payroll file releaseAny value[Any two — one from finance, one from Group A][NAMES]
Foreign exchange transactionsUp to [AMOUNT][Any one of Group A][NAMES]
Opening or closing accountsAny two from Group A[NAMES]
Changing the mandateBoard resolution required
Applying for credit or granting securityBoard resolution required
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4 more pages in the Word file

This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.

Notes for use

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.

Banks need precision, not intent

A resolution stating that directors may operate the account will be rejected or will produce a mandate the bank writes for you. State the categories, the value bands, how many signatures and from which group. The table in the resolution is drafted in the form banks actually accept.

Revocation is the half that gets forgotten

Adding a signatory is remembered because someone needs access. Removing one is remembered by nobody, and former employees and departed directors routinely retain live banking authority for months. Control 5 puts removal on the last day, and Annexure A gives the resolution to do it.

Notify the bank the same day

A resolution revoking authority takes effect internally, but the bank will continue honouring instructions until it is told. The gap between the resolution and the notification is the exposure. Send it immediately and record the date.

Separate maker from approver

The single most valuable control in this document is that no person both creates and releases a payment. Small finance teams resist it because it is inconvenient, and it is precisely the arrangement that makes internal fraud straightforward and undetectable.

Two administrators, always

A single electronic banking administrator can grant themselves authority, and can also become a single point of failure if they leave or are unavailable. Appointing two costs nothing.

Set limits against reality and review them

Mandates written at incorporation for a company with no revenue are frequently still in force when the company is turning over millions, with a threshold that means everything requires two directors, or nothing does. Review the bands annually.

Payee bank detail changes are the fraud vector

Invoice redirection fraud — an email purporting to come from a supplier notifying new bank details — is the most common way money leaves a company improperly. Control 8 requires a callback to a known number, not a number given in the email. Make it a rule that cannot be waived for urgency.

Reconciliation by someone who cannot pay

Bank statements reviewed by the same person who initiates payments is not a control. Where the team is too small for true separation, have a director review the statement monthly — it takes minutes and is the backstop for everything else.

Credit facilities and security need their own resolution

The mandate covers operating the account. Borrowing, granting security or giving guarantees are separate decisions requiring a board resolution, and a charge over company assets must be registered within the prescribed period or it may be void against a liquidator.

Certified copies and identification

Banks require certified copies of the resolution and constitution, and identification and verification for each signatory and for the beneficial owners. Onboarding is slow; assemble the pack before applying. Beneficial ownership questions will draw on the register of registrable controllers, so make sure that register is accurate first.

Keep the register aligned with the bank’s record

Internal registers and bank records drift apart, usually because a change was made by phone or through a branch form that never reached the company secretary. Reconciling quarterly, as control 4 requires, catches it before it matters.

Close dormant accounts

Accounts opened for a purpose that has ended remain live with signatories nobody reviews. They are a control weakness and an administrative cost for no benefit.

Corporate cards are banking too

Cards issued to employees carry spending authority outside the mandate structure and are frequently reviewed less rigorously than payments. Set limits, review monthly, and cancel on departure alongside the mandate change.

Interested directors

Where a resolution involves a bank or facility in which a director has an interest, the interest must be declared before the resolution and the declaration recorded. This arises more often than expected in owner-managed companies where a director provides security personally.

Current as of

Reflects Singapore practice current as of {{DATE OF USE}}. Bank onboarding requirements, verification and beneficial ownership documentation, and charge registration deadlines under the Companies Act 1967 all change — confirm current requirements with the bank and with a company secretary before relying on this.

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, corporate secretary, or accountant as relevant) before you rely on it.