A Board Resolution For Change Of Director In Bank Account is a crucial corporate document required when a company in Nigeria needs to update its bank account signing authorities due to changes in directorship. This document is necessary when directors who are bank signatories leave the company, new directors join, or when the company wishes to modify its banking mandate. The resolution must comply with the Companies and Allied Matters Act (CAMA) 2020, Banks and Other Financial Institutions Act (BOFIA) 2020, and Central Bank of Nigeria guidelines. Banks in Nigeria require this formal resolution before they can process changes to account signing authorities, and it serves as protection for both the company and the bank by ensuring proper authorization of changes to banking mandates. The document typically includes details of the board meeting where the decision was made, specific banking instructions, and various supporting documents required for Know Your Customer (KYC) compliance.
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1. Company Details and Meeting Information: Full legal name of company, registration number, registered address, and details of the board meeting (date, time, location, and whether it's physical or virtual)
2. Attendance and Quorum: List of directors present and confirmation that the meeting meets quorum requirements as per company's articles
3. Notice and Chairperson: Confirmation that proper notice was given or waived, and identification of meeting chairperson
4. Current Banking Arrangement: Details of existing bank account(s) and current authorized signatories
5. Resolution for Removal: Formal resolution removing specified director(s) from bank account signing authority
6. Resolution for Appointment: Formal resolution appointing new director(s) as authorized signatory(ies)
7. Banking Instructions: Specific signing powers and limitations (e.g., single/joint signing authority, transaction limits)
8. Authorization to Execute: Authority given to specific officers to execute all necessary documents with the bank
9. Certification: Statement certifying that the resolution is true and in accordance with the company's governing documents
1. Multiple Bank Accounts: Additional section when changes apply to multiple bank accounts across different banks
2. Digital Banking Access: Section specifying online banking access rights and limitations for new directors
3. Special Signing Requirements: Used when implementing specific signing matrices or unusual authorization requirements
4. Transitional Arrangements: When temporary arrangements are needed during the changeover period
5. Corporate Seal: Section authorizing use of corporate seal if required by bank or company practice
1. Appendix A - Director Information: New director's personal information required for bank KYC (identification details, residential address, etc.)
2. Appendix B - Specimen Signatures: Specimen signatures of new authorized signatories
3. Schedule 1 - Bank Account Details: Complete list of affected bank accounts with account numbers and branches
4. Schedule 2 - Signing Matrix: Detailed matrix showing signing powers and transaction limits for different types of transactions
5. Schedule 3 - Board Meeting Minutes Extract: Certified extract of board meeting minutes where the resolution was passed
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Retail
Technology
Healthcare
Real Estate
Construction
Energy
Agriculture
Transportation
Education
Professional Services
Telecommunications
Mining
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Corporate Governance
Board Secretariat
Risk Management
Banking Operations
Administrative Services
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Non-Executive Director
Company Secretary
Chief Financial Officer
Finance Director
Corporate Governance Officer
Legal Counsel
Compliance Officer
Bank Relationship Manager
Treasury Manager
Board Chairman
Financial Controller
Corporate Services Manager
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