Opening a business checking account is a key step in separating an LLC’s finances from its owners’ personal finances. A bank may ask for an LLC resolution to open a bank account to confirm that the company approved the account and identify the people authorized to use it. The exact paperwork varies by financial institution and by the LLC’s operating agreement. Knowing what a resolution does—and what it does not do—can help the company prepare a clear, usable document before applying.
What Is an LLC Resolution to Open a Bank Account?
An LLC banking resolution is a written record of a company decision authorizing the opening and use of a specified bank account. It typically names the financial institution, identifies the account signers, and describes the authority those signers receive. The resolution may be adopted by the LLC’s members or, when the company’s governing documents allow, by its manager or managers.
Banks sometimes provide their own banking resolution form. Other institutions accept a resolution prepared by the LLC, provided it meets their requirements. A resolution may be part of meeting minutes or a separate document. In either format, its purpose is to show that the person opening the account has authority to act for the business.
A resolution is not the same as an operating agreement, articles of organization, or certificate of formation. The operating agreement sets out internal rules for the LLC, while formation documents establish the company under state law. A banking resolution records a particular authorization. The bank may request more than one of these documents when reviewing an application.
Why Banks Request a Banking Resolution
A bank needs to verify the business’s identity and determine who may act on its behalf. A written resolution can help establish that the LLC approved the account and that its signers are authorized. This reduces uncertainty for the bank and gives the company a record of its decision.
The resolution can also clarify internal responsibilities. It may state who can deposit funds, make withdrawals, sign checks, use online banking, or request account services. If the company later changes signers or limits someone’s authority, a new resolution or updated bank form can document the change.
A resolution does not guarantee account approval. Banks set their own application, identity-verification, and documentation requirements. Federal customer-identification rules require banks to maintain procedures for verifying customer identity, and institutions may ask for additional information based on their policies and the account. The bank’s instructions should take priority over a generic template.
Who Approves the Resolution?
The LLC’s operating agreement and applicable state law are the first places to check. They may specify whether the company is member-managed or manager-managed, how decisions are approved, and whether a majority, unanimous consent, or another threshold is required. The resolution should follow those rules rather than assume that any one owner can approve the account.
- Member-managed LLC: Members generally manage company business, subject to the operating agreement and state law. The required members should approve the resolution under the company’s decision-making rules.
- Manager-managed LLC: A designated manager may have authority to handle banking matters if the governing documents grant it. Members may still need to approve certain actions under the operating agreement.
- Single-member LLC: The sole member can usually document the decision in a written consent, but the bank may require a particular format or supporting records.
For an LLC with multiple owners, recording approval in written consent or meeting minutes can help demonstrate that the required process was followed. The company should retain the signed resolution with its business records. It usually does not need to file the resolution with the state unless a specific rule or request applies.
What to Include in an LLC Bank Account Resolution
A useful resolution is specific enough to identify the company, the account, the approved signers, and the scope of their authority. Banks may have their own wording, so the following list is a preparation guide—not a substitute for the institution’s form.
- LLC’s legal name: Use the name shown on the company’s formation records and tax documents.
- State of formation: Identify the state where the LLC was organized.
- Approval date and method: State when the resolution was adopted and whether it was approved by members or managers.
- Financial institution: Name the bank or credit union. Some forms also identify a branch or account type.
- Account purpose or type: Specify checking, savings, or another business account if known.
- Authorized signers: List each person by full legal name and, if requested, title or role.
- Permitted actions: Describe whether signers may deposit, withdraw, transfer funds, write checks, access online banking, or request services.
- Approval standard: State whether one signer may act alone or whether two or more approvals are required.
- Certification and signatures: Include the required member or manager signatures and any certification that the resolution remains in effect.
The language should match the company’s intended controls. For example, if the LLC requires two approvals for withdrawals above a threshold, that restriction should be stated clearly and confirmed with the bank. Not every bank can administer every internal restriction through its standard account system.
Sample LLC Resolution to Open a Bank Account
The following general sample can help organize the company’s decision. It should be adapted to the operating agreement, state law, and the bank’s requirements. A bank-provided resolution form should be used when the institution requires it.
WRITTEN CONSENT OF THE [MEMBERS/MANAGERS] OF [LLC LEGAL NAME]
The undersigned, being the [members/managers] of [LLC Legal Name], a limited liability company organized under the laws of [State] (the “Company”), adopt the following resolutions on [Date], in accordance with the Company’s operating agreement and applicable law:
Approval to Open Account. RESOLVED, that the Company is authorized to open and maintain a [checking/savings/other] account with [Bank or Credit Union Name] for the Company’s business purposes.
Authorized Signers. RESOLVED, that the following individuals are authorized to act for the Company on the account: [Full Name and Title]; [Full Name and Title]. Each authorized signer may [describe approved actions, such as depositing funds, signing checks, initiating transfers, and using online banking], subject to the limits stated in this resolution and the Company’s governing documents.
Signature Requirements. RESOLVED, that [one authorized signer may act alone / any two authorized signers must act together / describe another approval rule]. Any transaction limits or additional controls are as follows: [state limits, or write “none”].
Bank Documents and Services. RESOLVED, that the authorized signers may complete and sign account-opening documents and related bank forms, and may request services specifically approved here: [list services, such as debit cards, online access, or electronic payment services].
Continuing Effect. RESOLVED, that the bank may rely on this resolution until it receives written notice that the resolution has been amended or revoked, to the extent permitted by the bank’s procedures and applicable law. The Company will notify the bank promptly of any change in an authorized signer or the signer’s authority.
Certification. The undersigned certify that they are authorized to adopt these resolutions for the Company, that the resolutions were duly approved, and that they have not been amended or revoked as of the date signed below.
Member/Manager Name: ____________________ Title: ____________________ Signature: ____________________ Date: __________
Member/Manager Name: ____________________ Title: ____________________ Signature: ____________________ Date: __________
Note: A bank may request a different certification, additional signatures, notarization, or a separate form. The LLC should not include powers it does not intend to grant.
Documents to Prepare for the Bank
The resolution is only one possible item in a business account application. Before visiting a branch or applying online, the LLC should check the institution’s current checklist. Commonly requested documents and information include:
- Articles of organization, certificate of formation, or comparable state filing
- Operating agreement, if available or requested
- Employer Identification Number (EIN) confirmation, or other tax identification information the bank accepts
- Government-issued identification for owners, managers, and authorized signers
- Business address, contact information, and a description of the company’s activities
- Banking resolution or the bank’s own authorization form
Requirements differ by institution, account type, ownership structure, and how the application is submitted. For example, a bank may ask for information about owners or control persons as part of its customer-verification procedures. The IRS explains that an EIN is a federal tax identification number for businesses, but a bank’s EIN documentation requirements should be confirmed directly with that bank.
For official information, applicants can consult the U.S. Small Business Administration’s guide to opening a business bank account and the IRS information on Employer Identification Numbers. The financial institution remains the best source for its specific account-opening checklist.
Common Mistakes to Avoid
Using a personal account for LLC business
Mixing personal and company funds can complicate bookkeeping and make it harder to demonstrate that the LLC’s finances are separate. A business account does not by itself guarantee liability protection, but keeping accurate, separate records supports sound business administration. The LLC should follow its operating agreement and maintain complete financial records.
Giving signers broader authority than intended
Generic language such as “may conduct all business” can be broader than necessary. The resolution should name the actions each signer may perform and specify whether they may act alone. The company should check whether its bank can implement any requested spending limits or dual-approval rules.
Leaving out a required owner or manager
If the operating agreement requires approval from multiple members, a resolution signed by only one member may not satisfy the company’s rules. The LLC should confirm the required vote or consent before signing and ensure the bank’s form reflects the correct people.
Failing to update the bank after a change
When an authorized signer leaves the company or loses authority, the LLC should promptly follow the bank’s process to remove or replace that signer. Updating internal records alone may not prevent the person from accessing an account if the bank has not received and processed the change.
How to Amend or Revoke a Banking Resolution
When the LLC changes banks, adds or removes signers, or changes its approval rules, it should adopt an updated resolution using the procedure in its operating agreement. The new document should clearly identify what it changes and when the change takes effect. The company should then provide the bank with the updated resolution and complete any forms the institution requires.
For revocation, the LLC should give the bank written notice and confirm the bank has recorded the change. A resolution’s statement that it remains effective until revoked does not replace the bank’s notification process. The company should retain copies of the original resolution, amendments, bank confirmations, and related approvals with its records.
Frequently Asked Questions
Does every LLC need a resolution to open a bank account?
No. Some banks require a resolution, while others use their own authorization form or rely on other company documents. The LLC should ask the chosen bank what it accepts before preparing paperwork.
Can an LLC create its own banking resolution?
Often, yes, unless the bank requires its own form. The company’s version should follow its operating agreement, identify the authorized signers, and state their powers clearly. The bank may still request revisions or supporting documents.
Does a banking resolution need to be notarized?
Not necessarily. Notarization depends on the bank’s procedures and the circumstances. The LLC should not assume it is required or unnecessary; it should confirm the current instructions with the institution.
Is a banking resolution the same as an operating agreement?
No. An operating agreement sets broader internal rules for the LLC. A banking resolution records a specific company authorization related to an account or banking authority. A bank may request both.
Practical Checklist Before Applying
- Review the operating agreement and determine who has authority to approve the account.
- Ask the bank whether it requires its own resolution form or accepts a company-prepared document.
- Confirm the exact legal name and gather formation and tax identification records.
- Choose signers and define the actions and approval limits they will have.
- Obtain all required member or manager approvals and signatures.
- Keep a signed copy with the LLC’s records and submit the requested documents to the bank.
A well-prepared LLC resolution to open a bank account gives the bank a clear record of the company’s authorization and helps the LLC define who can manage its funds. Because bank procedures and LLC governance rules vary, the strongest approach is to follow the operating agreement, use the bank’s current forms, and keep the company’s authorization records up to date.