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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.

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.

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 after the bank account is opened.

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

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 _______".

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)?

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    What country is this in? I'm not sure this is a "chicken and egg" problem. You just need to affirm that on some prior date, the board passed a resolution to open an account with the specific bank. This can be a meeting date in the past.
    – Ron Beyer
    Commented Mar 13, 2020 at 12:41
  • @RonBeyer, This is the United States. Also, I recognize your name from the Aviation Stack Exchange - thanks for the help.
    – Ryan
    Commented Mar 13, 2020 at 12:45

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So here is what the bank is looking for:

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).

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.

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.

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.

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  • The verbiage used in the document states "... that the following is a true copy of the resolutions duly adopted by the Board of Directors of said Corporation at a meeting duly held on the _____, at which a quorum was present and acted throughout or adopted by the unanimous written consent of the Board of Directors; and that such resolutions are in full effect and have not been amended or rescinded. " Also, the remainder of the verbiage speaks as though the bank account hasn't been opened yet and this document is allowing XYZ individuals to do such things.
    – Ryan
    Commented Mar 15, 2020 at 13:37

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