Board Resolution Format: Opening a Bank Account | BuildWright
Incorporation
Board Resolution Format: Opening a Bank Account
A blank, fillable board resolution for a private limited company to open a current account with a named bank and branch. It names the people who operate the account and whether they sign singly or jointly, and it has a certified-true-copy block for the bank. It covers opening and day-to-day operation only. An overdraft or cash credit limit needs a separate resolution of the Board at a meeting, or the authority of someone the Board has delegated borrowing to.
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One board resolution for a private limited company opening a current account. You name the bank and branch, the people who operate the account, and whether they sign singly or jointly. The bank gets a certified copy and may act on it until it is told of a change.
Meeting particulars: company, CIN, meeting number, notice, directors present and the chairman
The account: bank, branch, account name, mode of operation, and who signs together if jointly
Up to three operating signatories
Five operative clauses, including the one that keeps overdrafts, cash credit, loans and guarantees out of the authority
The documents RBI's KYC Directions say a bank obtains for a company account
Notes on passing and minuting the resolution, and a certified-true-copy block for the Company Secretary or an authorised director
What this resolution does not approve
This template covers opening a current account and operating it. It does not cover borrowing from the bank. Section 179(3)(d) of the Companies Act, 2013 has the Board approve the arrangement for borrowing by overdraft or cash credit by a resolution passed at a meeting, and the Board can delegate that power, by a resolution passed at a meeting, to a committee of directors, the managing director, the manager or another principal officer. Explanation II to section 179(3) separates that arrangement from the day-to-day operation of an account. If the bank is also giving the company a facility, the Board's own resolution, or a delegation it has already made, must cover it, and this resolution does not revoke or vary a delegation. A sweep or deposit facility linked to the account is not covered either. Section 179(3)(e) has the Board exercise the power to invest the company's funds by a resolution at a meeting, or through a delegation under the first proviso, and the section does not say whether such a facility counts. If you want one, approve it by a resolution passed at a meeting, or rely on a delegation that covers it.
What each part rests on
Who may authorise, and the limit on it. Section 179(1) of the Companies Act, 2013 lets the Board exercise the company's powers, subject to the Act and to the memorandum and articles. Section 179(3)(d) to (f), with the first proviso on delegation, has the Board exercise borrowing, investing the company's funds, and loans, guarantees and security by resolutions passed at meetings, or through a delegation. Explanation II to clause (d) separates a borrowing arrangement from the day-to-day operation of an account.
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Cheques. Section 22(1) treats a bill of exchange, hundi or promissory note as made, accepted, drawn or endorsed on behalf of a company if it is done in the company's name, or on its behalf or account, by any person acting under its authority, express or implied. A cheque is a bill of exchange under section 6 of the Negotiable Instruments Act, 1881.
Notice and quorum. Section 173(3): not less than seven days' notice in writing to every director. Shorter notice is allowed for urgent business with an independent director present, and where none attends the decisions are final only on ratification by at least one independent director, if any. Section 174(1): one-third of the total strength or two directors, whichever is higher, with video participants counted. SS-1 clauses 1.2.1 and 3.1: a serial number for the meeting, and the quorum present throughout.
Meeting or circulation. Section 179(3), read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, lists the matters the Board decides only at a meeting. Opening and operating a current account is not on that list, so section 175 lets the Board pass it by circulation. The template is written for a meeting.
One Person Company. The proviso to section 173(5) says that sub-section and section 174 do not apply to a One Person Company with only one director. Section 122(4) lets that director enter the resolution in the minute book kept under section 118, signed and dated by the director, instead of holding a meeting.
Minutes. SS-1 clauses 7.5.1, 7.6.1 and 7.6.2: entry in the minute book within thirty days, signed and dated by the Chairman of the meeting or of the next meeting, each page initialled. That signing is on the minutes in the minute book, so the form has no Chairman signature line.
The certified true copy. SS-1 clause 7.7.2 allows a certified copy of a resolution before the minutes are entered, if its text was placed at the meeting. SS-1 does not say who signs a copy given to a bank. Clause 7.6.4 names the Company Secretary, or a director authorised by the Board, for the copy of signed minutes sent to directors, and the template uses the same two as a practice choice.
What the bank collects. RBI's Know Your Customer Directions for commercial banks, 2025 (version updated on 1 October 2026), Chapter VI, section C, paragraph 33, list the certified documents a bank obtains to open a company account, including a resolution of the Board of Directors. Paragraph 23 sets out what it obtains from an individual who is an authorised signatory, a power of attorney holder or a beneficial owner of a legal entity. Other classes of bank have their own versions of the Directions, which this template does not check.
Ask the branch for its checklist and its resolution format before the meeting. A bank can ask for its own wording or for more documents.
Fill the bracketed fields. Write the account name exactly as it appears on the certificate of incorporation.
Put the text of the resolution before the Board at the meeting and pass it. A quorum must be present throughout.
Have the Company Secretary or the authorised director certify a copy for the bank, with the drafting notes, the cover, the "What the bank collects" list and the footer deleted from the copy. SS-1 clause 7.7.2 allows this before the minutes are entered, because the text was placed at the meeting.
Enter the minutes in the minute book within thirty days.
Keep the paragraph 23 documents ready for each person you name as a signatory, in case the bank asks. This is a general template that has not been drafted for your company's situation, so have the finished resolution reviewed before the Board signs it.
