California Corporate Banking Resolution

Who needs a Banking Resolution?

Any corporation (C-Corp, S-Corp), LLC, or business entity that needs to open a bank account in California. Most banks require this document BEFORE opening the account. If you form a new LLC or corporation, you need this document for Chase, Bank of America, Wells Fargo, US Bank, Citi, and all commercial banks. It is also used to authorize additional signers after opening (add a partner, change managers), or to authorize commercial loans.

What is included?

• ✓Corporate or member resolution (per LLC or Corp)
• ✓Specific designation of authorized persons
• ✓Specification of permitted transactions
• ✓Space for multiple signers and dual signature requirement
• ✓Corporate certification signed by secretary
• ✓Bilingual English/Spanish document

Acceptance at California banks

California banks generally require: (1) Articles of Organization/Incorporation with state seal, (2) IRS EIN, (3) Banking Resolution signed by all members/directors, and (4) ID for each authorized person. Some banks have their OWN additional form — but your internal Banking Resolution is still needed as proof of the corporate decision. Our resolution complies with formats required by all major commercial banks.

How to draft a valid Corporate Banking Resolution

1. 1. Identify the entity and its authorityLegal name of corporation or LLC + State of formation + EIN. The resolution must emanate from the governing body (Board for Corp, Members or Manager for LLC).
2. 2. List the authorized banksSpecifically identify the banks where you can open/maintain accounts. Some banks prefer generic language ("any FDIC-insured institution"), others require specific name.
3. 3. Designate authorized signersNames, titles, and signing authority. Specify whether singular or joint signatures are required by amount (common: up to $5,000 one signature, larger amount two signatures).
4. 4. Define specific powersOpen/close accounts, issue checks, make wire transfers, request lines of credit, contract online banking services, designate corporate cards.
5. 5. Document the approval voteMinutes of board meeting (Corp) or unanimous resolution of Members (LLC) approving the banking resolution. Signed by all participating directors/members.
6. 6. Print and present to the bankThe bank generally requires notarized original + Certificate of Good Standing from the state. Some banks have their own form that you must complement with this resolution.

Common Banking Resolution mistakes

• ⚠Forgetting to include EIN in resolutionThe bank cannot link the account without EIN. The resolution must unequivocally identify the entity.
• ⚠Vague language about signers"Any officer may sign" leaves the bank vulnerable. Specify names, titles, and concrete authority.
• ⚠Not updating when signers changeIf you fire the CFO with authorized signature and forget to revoke, they still have legal authority over the account. Revocation resolution + new resolution are critical.
• ⚠Mixing banking resolution with bylawsThey are separate documents. Bylaws are internal rules; banking resolution is a specific board decision on a matter.

Frequently Asked Questions

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