Opening a current account for a private limited company is a routine job that stalls surprisingly often - almost always because the board resolution submitted to the bank does not say what the bank's checklist expects. This guide sets out what the resolution must contain, the common reasons banks return it, and a format that produces a clean certified true copy for any client company.
What the bank is actually looking for
A bank needs the resolution to establish three things:
- Authority to open the account - that the board has approved opening an account with that bank at that branch.
- Who operates it - the names and designations of the authorised signatories and the mode of operation (singly, jointly, any two, etc.).
- Authority to sign the bank's paperwork - account-opening forms, KYC documents, internet-banking and cheque-book requests, and any indemnity the bank requires.
Everything else - the company's registered office, CIN, the date of the meeting - supports the identification of the company and the validity of the meeting.
The wording
A workable resolution reads:
RESOLVED THAT a current account in the name of the Company be opened with [Bank], [Branch] branch, and the said bank be and is hereby authorised to honour all cheques, drafts and other instructions when signed by [authorised signatories and mode of operation].
RESOLVED FURTHER THAT the aforesaid signatories be and are hereby severally authorised to sign account-opening forms and such other documents as may be required by the bank, and a certified copy of this resolution be furnished to the bank.
Present it as a certified true copy: the heading identifies the company and the meeting ("Certified true copy of the resolution passed at the meeting of the Board of Directors of [Company] held on [date] at [venue]"), and a director or the company secretary signs at the foot with the date and place.
Why banks send resolutions back
- Signatory names do not match the KYC - use names exactly as on the PAN and address proof.
- Mode of operation missing or ambiguous - "jointly by any two directors" is clear; "as decided by the board" is not.
- No authority for digital channels - many banks now want internet banking, debit cards and UPI mentioned explicitly; add a line if the client needs them.
- Unsigned or undated certification - the certified true copy must be signed by a director/CS and dated.
- Meeting date issues - the resolution date must be on or before the account application date, and the meeting must be validly held (quorum, notice).
Generating it for every client company
Company Secretaries handle this resolution for dozens of companies a year. With the Board Resolution - Bank Account Opening format in DocMold, the company name and the authorised person come from the Client Master; you type the meeting date and venue, the bank and branch, and the signatories with the mode of operation. The output is a certified-true-copy layout in Word or PDF, ready for signature.
Related resolutions in the library: Authorised Signatory, Availing a Loan or Borrowing (Section 179(3)), Appointment of Director and Shifting of Registered Office. Group them with a Notice of Board Meeting and Minutes to generate a complete board-meeting set in one click.