A board resolution for opening a bank account is the formal decision of a company's board of directors to open an account with a named bank and branch, and to authorise specific people to operate it. Banks ask for a certified true copy of this resolution, signed by a director or the company secretary, before they open a current account for a company. If the account will receive export proceeds, it makes sense to authorise signatories for foreign-exchange paperwork — EDFs, declarations and remittance documents — in the same resolution.
Key takeaways
- The resolution names the bank, branch, account type and the people authorised to operate the account.
- It sets the mode of operation: any one signatory, any two jointly, or a combination by amount.
- Banks want a certified true copy, signed and dated, usually on letterhead.
- Exporters should authorise signatories for EDFs, FIRA requests and other forex documents.
- LLPs and partnership firms use a partners' resolution or authority letter instead.
What banks typically look for
Each bank has its own account-opening checklist, and many supply their own resolution format. If yours does, use it. If not, a resolution that covers these points is usually accepted:
| Element | What to write | Why banks want it |
|---|---|---|
| Meeting details | Date, time, place (or video conference) of the board meeting | Shows the decision was properly taken |
| Bank and branch | Full bank name and branch address | Avoids ambiguity |
| Account type | Current account (and EEFC or other accounts if needed) | Defines the scope |
| Authorised signatories | Names, designations and specimen signatures | Who can operate the account |
| Mode of operation | Singly, jointly, or by value limits | Controls risk |
| Powers | Cheques, transfers, online banking, documents | What signatories may do |
| Certification | "Certified true copy" signed by a director or company secretary | Confirms authenticity |
Board resolution format
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT [PLACE / THROUGH VIDEO CONFERENCING]
Opening of current account with [Bank name], [Branch name]
"RESOLVED THAT a current account be opened in the name of the Company with [Bank name], [Branch name and address] (hereinafter "the Bank"), and that the Bank be and is hereby authorised to honour cheques, bills of exchange, promissory notes and other instruments, and to act on electronic and online instructions, signed or given on behalf of the Company in the manner set out below.
RESOLVED FURTHER THAT the said account shall be operated by [any one of / any two of / Mr/Ms A singly up to ₹[amount] and jointly with any one other authorised signatory above that amount] the following persons:
- [Name], [Designation]
- [Name], [Designation]
- [Name], [Designation]
RESOLVED FURTHER THAT the above authorised signatories be and are hereby authorised to sign and submit account-opening forms, KYC documents, internet banking applications and any other documents required by the Bank, and to do all acts necessary to give effect to this resolution.
RESOLVED FURTHER THAT a copy of this resolution, certified as true by any Director or the Company Secretary, be furnished to the Bank, and the Bank be entitled to rely on it until it receives written notice of any change."
Certified true copy For [Company name]
[Signature] [Name] [Director / Company Secretary], DIN/Membership no. [ ] Date: [ ] Place: [ ]
Our free board resolution generator fills this format with your company details and prints it on your letterhead.
Extra clauses for exporters
If the account will receive payments from foreign clients, add a clause so your bank doesn't later question who can sign export paperwork. Since 1 October 2026, service exporters file a monthly EDF with their AD bank, and the bank will check that the person signing is authorised.
A clause like this works for many companies:
"RESOLVED FURTHER THAT [Name, Designation] and [Name, Designation], or either of them, be and are hereby authorised to sign and submit on behalf of the Company Export Declaration Forms, declarations of realisation of export proceeds, requests for Foreign Inward Remittance Certificates, purpose code confirmations, requests for extension of the realisation period and other documents relating to the Company's export of goods and services, to the Bank or any other authority."
If you plan to keep export earnings in foreign currency, also authorise opening an EEFC account. Our EEFC account request letter is the follow-up document.
Example: a new IT services company
Kalpvriksha Digital Pvt Ltd, a fictional Bhubaneswar startup with two directors, expected its first US client to pay USD 12,000 a month from November 2026. Its board resolution of 2 September 2026:
- opened a current account and an EEFC account with its chosen bank
- set the mode of operation as either director singly up to ₹5,00,000 and both jointly above that
- authorised either director to sign EDFs, FIRC requests and realisation declarations
When its first invoice went on the November EDF, due 30 December 2026, the bank already had the right authority on file — no second resolution needed.
Who signs and certifies
| Document | Who signs |
|---|---|
| The resolution itself | Recorded in the minutes, signed by the chairperson of the meeting |
| Certified true copy for the bank | Any director or the company secretary |
| Account-opening forms | The authorised signatories named in the resolution |
Banks may also ask for the company's incorporation documents, PAN, address proof and KYC of the signatories and directors. Ask your bank for its full checklist before the board meeting so the resolution matches what the bank expects.
LLPs and partnership firms
An LLP doesn't have a board. Banks typically ask for a resolution or authority signed by the designated partners, or by all partners, authorising the account and its signatories. A partnership firm usually provides an authority letter signed by all partners along with the partnership deed. The structure of the clauses above still works — just replace "Board of Directors" with "partners" and adjust the certification.
Changing signatories later
People leave, roles change. When they do, pass a fresh resolution and send it with a signatory change request. Our signatory change letter covers that, and it matters for exporters: an EDF signed by someone the bank no longer recognises can be returned.
This is general information, not legal or tax advice. Your bank's own format and your company secretary's advice take precedence.
Frequently asked questions
Is a board resolution mandatory to open a company bank account?
Banks generally require a certified true copy of a board resolution authorising the account and its signatories before opening a current account for a company. Check your bank's account-opening checklist for its exact requirements.
Who certifies a board resolution for the bank?
Any director or the company secretary usually signs the certified true copy, with their name, designation, date and, where relevant, DIN or membership number.
Can one resolution cover both a current account and an EEFC account?
Yes. A single resolution can authorise opening multiple accounts with the same bank and define the signatories and mode of operation for each.
Should exporters add anything special to the resolution?
It helps to authorise named signatories to sign EDFs, realisation declarations, FIRC requests and extension requests. That avoids questions when you submit monthly export paperwork to your AD bank.
What do LLPs use instead of a board resolution?
LLPs typically provide a resolution or authority signed by the designated partners. Partnership firms usually give an authority letter signed by all partners, along with the partnership deed.
Bottom line
A clear board resolution saves weeks at account opening and prevents signature questions on every EDF later. Generate one in a minute with our free board resolution generator.
This guide is general information for Indian businesses, not legal or tax advice. Rules and bank processes change — confirm specifics with your AD bank or chartered accountant.