When someone joins, leaves or changes roles, the bank needs to know who can sign for the corporation now. It won’t act on a phone call: it wants a resolution of the directors, usually on its own form, and ID for anyone being added.
Keep a copy in your minute book too. Out-of-date signing authority is one of the most common gaps banks and buyers find, and a former partner or employee who can still move money is a real risk.
- Approved by
- The directors
- Signed by
- Every director entitled to vote, if passed in writing
- Who gets a copy
- The bank, usually on its own form
- Filed with the government
- Not for signing authority itself; yes if a director changes
- Also update
- Your registers of directors and officers, if anyone’s role changed
When you need one
- A new officer, partner or bookkeeper needs to sign cheques or approve payments.
- A signer leaves the business, retires or dies.
- A director or officer resigns or is replaced.
- You are moving from one signature to two, or adding a limit above which two are needed.
- A spouse or family member needs authority, for example while you are away.
- After a sale of shares, the new owners take over the accounts.
Who approves it
Who may sign for the corporation is a decision of the directors, as when the account was opened. If the change also adds or removes a director, that part is decided by the shareholders (or by the directors filling a vacancy) and must be reported to the corporate registry.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | Directors appoint officers and set their powers (s. 121). A change among the directors is reported to Corporations Canada within 15 days (s. 113(1)). |
| Ontario (OBCA) | Directors appoint officers (s. 133). A change in directors or officers is reported in a notice of change within 15 days (Corporations Information Act, s. 4(1)). |
| British Columbia (BCBCA) | Directors appoint officers and specify their duties (s. 141). A notice of change of directors is filed within 15 days (s. 127(1)). |
| Alberta (ABCA) | Directors appoint officers (s. 121). A change among the directors is reported to the Registrar within 15 days (s. 113(1)). |
| Quebec (QBCA) | The board appoints officers (s. 116). Changes in the information on the enterprise register are filed in an updating declaration within 30 days (Act respecting the legal publicity of enterprises, s. 41). |
| Delaware (DGCL) | Officers are chosen as the bylaws or the board decide (s. 142(b)). There is no filing for the change itself; the annual franchise tax report lists the current directors (s. 502(a)(5)). |
| Model Act states (MBCA) | Officers are appointed by the board under the bylaws (s. 8.40). States pick up changes in directors and principal officers through the annual or biennial report. |
Before you sign
- Get the bank’s form. Most banks have a change-of-signing-authority form and won’t accept anything else.
- List everyone who can sign after the change, not only who is being added or removed, so there is no doubt.
- Remove access everywhere: online banking users, cards, payment approvals, and the authority on every other account and at every other bank.
- Check the registers. If the person is also leaving as a director or officer, record that too and file any notice your jurisdiction requires.
Sample wording
Adapt the wording to your corporation: replace everything in square brackets, and check your articles, bylaws and any shareholder agreement first. Each person signs and dates a copy, and a scanned or electronic signature is usually fine.
Resolutions of the directors of [Corporation name] (the “Corporation”)
BE IT RESOLVED THAT, effective [date]:
1. The authority of [name] to sign on behalf of the Corporation on its accounts with [bank name] (the “Bank”) is revoked.
2. [Name, title] is authorized to sign on behalf of the Corporation on those accounts.
3. Any [one / two] of the following, acting [alone / together], may sign cheques, approve payments and transfers, and give instructions to the Bank on behalf of the Corporation: [name, title]; [name, title].
4. [Name, title] is authorized to sign the Bank’s forms and to deliver a certified copy of this resolution to the Bank.
The foregoing resolutions are passed by the signatures of all the directors of the Corporation, as of [date].
______________________________
[Name], director
______________________________
[Name], director
Action by unanimous written consent of the board of directors of [Corporation name] (the “Corporation”)
RESOLVED, that effective [date], the authority of [name] to act on behalf of the Corporation on its accounts with [bank name] (the “Bank”) is revoked;
RESOLVED FURTHER, that effective [date], any [one / two] of the following officers, acting [alone / together], are authorized to sign checks, approve payments and transfers, and give instructions to the Bank on behalf of the Corporation: [name, title]; [name, title]; and
RESOLVED FURTHER, that [name, title] is authorized to sign the Bank’s forms, and the Secretary is authorized to certify these resolutions to the Bank.
This consent is signed by all the directors of the Corporation, is effective as of [date], and will be filed with the minutes of the proceedings of the board.
______________________________
[Name], director
______________________________
[Name], director
After you sign
- Deliver the bank’s form and a certified copy of the resolution, with ID for each new signer. Ask the bank to confirm in writing when the change is made.
- Until the bank confirms, the old authority may still be on file, so watch the account.
- Collect cards, security tokens and online banking access from anyone removed.
- If directors or officers changed, update your registers and file the notice of change with the registry.
What to keep in your minute book
- The signed resolution and the bank’s form.
- The bank’s confirmation that the change was made.
- An up-to-date list of who can sign on each account.
Common questions
A signer has died. What do we do?
The directors pass a resolution removing that person’s authority and naming who signs from now on, and give it to the bank with any documents the bank asks for. If the person was the only director, a new director must first be elected by the shareholders, which may mean the executor voting the shares, before anyone can pass the resolution.
Can we change signing authority without a meeting?
Yes. A written resolution signed by every director entitled to vote has the same effect as one passed at a meeting.
Do we have to tell the government?
Not about signing authority on its own. But if the person is also leaving as a director, Canadian statutes generally require a notice of change within 15 days (30 days in Quebec), and US states usually pick up the change in the next annual report.
Can I give my spouse signing authority without making them a director?
Yes. The directors can authorize any person they trust to sign, with whatever limits they choose. The bank will need to verify that person’s identity.
This page is general information about corporate resolutions in the United States and Canada, not legal or tax advice. The sample wording is a starting point: your articles, bylaws and any shareholder agreement may require something different, and rules change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Canada Business Corporations Act, sections 113 and 121
- Ontario Business Corporations Act, section 133
- Ontario Corporations Information Act, section 4
- British Columbia Business Corporations Act, sections 127 and 141
- Alberta Business Corporations Act, sections 113 and 121
- Quebec Business Corporations Act, section 116
- Quebec Act respecting the legal publicity of enterprises, section 41
- Delaware General Corporation Law, section 142
- Delaware Code, title 8, section 502 (annual franchise tax report)
- Model Business Corporation Act (American Bar Association), section 8.40
- Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations, section 86