corporate-law incorporation
Dating corporate banking resolution
<p>I've started a US / California corporation for my company and have almost instantly come up to an issue I do not know how to address.</p>

<p>In order to open a Bank account, the board (just me) has to agree to open an account with XYZ bank and to resolve to open that account. That resolution needs to be part of the meeting minutes.</p>

<p>My problem is, the bank I'm opening an account with let me know that they have their own resolution that they need signed that needs to become a part of my meeting minutes, but they do not provide this document until <em>after</em> the bank account is opened.</p>

<p>I'm in a "what came first, the chicken or the egg" scenario. <em>I can't open an account without a resolution but I didn't get a resolution document until after the account was opened.</em></p>

<p>The resolution document provided by the bank states things such as "we resolved to open an account with XYZ bank at a meeting held on _______". </p>

<p>So - Do I back date this to before the account was opened or do I use today's date and have to hold another board meeting (with myself)?</p>

<p>So here is what the bank is looking for:</p>

<p>Your Board of Directors (BoD) has a meeting at some point. As part of that meeting, they (you) decide to open a bank account with XYZ Bank and pass a resolution (which is basically a "we will do this" which is voted on and passed by a vote). </p>

<p>Now you send a representative to the bank to open the account. The bank wants to know that the company has passed a resolution to open the account with that particular bank. This helps protect them from an accountant just opening an account without the company knowing and embezzling money.</p>

<p>So the bank provides you a paper asking you to affirm that the resolution was passed, you just need to have that filled out and signed by a company signatory (usually the company secretary) that identifies the date that the resolution has passed. Some banks will require signatures from the members themselves, it just depends on the bank.</p>

<p>So the bank isn't asking you to pass a resolution to open the account, they are just asking you to confirm that one was passed at some point in the past. The "resolution document" isn't a resolution itself, just a confirmation of one.</p>
