Short answer. A board resolution to open a bank account records the directors’ decision to open the account, names the authorised signatories, sets the signing rule and authorises online banking. Under the Companies Act 2016 the board can pass it at a meeting or in writing, but most banks supply their own format, so match it.
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In this article
- What a bank account resolution does
- Who decides: board or shareholders?
- How directors can pass it
- What the resolution should say
- What banks say about their resolution
- Sample clause outline
- Delegation and internal controls
- Worked example (illustrative)
- Common mistakes
- Changing signatories later
- Sole director, sole proprietor and foreign-owned companies
- How Axecta helps
- Next steps
- Frequently asked questions
What a bank account resolution does
A board resolution is the company’s formal instruction to the bank. It says that the company has decided to open the account, who may operate it, how they sign and which banking services they may use. The bank relies on it as its authority to take instructions from named people. If it is missing, unsigned, inconsistent or not in the bank’s format, the bank has no clear authority and will not proceed.
The law behind it is short. Section 211 of the Companies Act 2016 says the business and affairs of a company are managed by or under the direction of the Board, and the Board has all the powers necessary for that, subject to the Act and the constitution. Opening a bank account is a management decision, so it is the board’s to make.
Who decides: board or shareholders?
The board decides, subject to the constitution. Check the constitution, and any shareholders’ agreement, for limits on who can sign or how much can be paid out. For the difference between the two types of resolution, see directors’ resolution vs shareholders’ resolution.
How directors can pass it
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Section 212 of the Companies Act 2016 says that, subject to the constitution, the provisions of the Third Schedule govern the proceedings of the Board. The Third Schedule, read on the SSM-hosted Companies Act 2016 PDF.pdf), sets the default rules.
| Route | What the Third Schedule says | Practical note |
|---|---|---|
| Board meeting | A director or, if requested, the secretary may convene it by notice sent to every director in Malaysia; a quorum is fixed by the Board or, if not fixed, a majority of directors; a resolution is passed if agreed by all directors present without dissent or by a majority of votes cast; minutes must be kept | Suitable where directors want to discuss signing limits and online banking roles. See how to hold a board meeting |
| Resolution in writing | A resolution in writing, signed or assented to by all directors then entitled to receive notice of a board meeting, is as valid as one passed at a meeting; it may consist of several documents and a copy must be entered in the minute book | Quick for small boards; every entitled director must sign |
All of this is subject to the constitution, so read it first. Do not confuse these director rules with the members’ written resolutions in sections 297 to 308 of the Act, which are for private company members and are covered in written resolutions. A bank account resolution is a board decision.
What the resolution should say
A good resolution covers each of the following. The wording must reflect the bank’s requirement, but the building blocks are consistent.
- Company and bank. The company’s full name and registration number, the bank and, where the bank wants it, the branch.
- Authority to open and operate. Authority to open one or more accounts, including current, fixed deposit or foreign currency accounts if needed.
- Authorised signatories. Names, identity numbers and specimen signatures of each person.
- Signing rule. Sole, any one, any two, or a class structure (for example one director and one other officer). Be exact.
- Scope of authority. Whether signatories can sign cheques, transfer funds, place fixed deposits and give instructions. If the company wants overdraft facilities, say so.
- Online banking. Who may be administrator, maker and approver, and who may transfer funds.
- Changes. An undertaking to inform the bank of future changes through a new certified resolution.
- Terms and conditions. That the company and its directors agree to the bank’s terms.
- Certification. The authority for a specified person to certify the extract to the bank.
What banks say about their resolution
Banks publish their own expectations. The following were read from their own pages in October 2026.
| Bank | What the page says about the resolution | Source |
|---|---|---|
| Hong Leong Bank | Board or certified extract resolution in the bank’s standard format (Appendix 1 for Sdn Bhd and Bhd). The sample covers opening and operating accounts, Hong Leong Connect BIZ online banking and a certification by the directors that the resolutions were passed in accordance with the Articles and entered in the minute book | HLB |
| Public Bank | Board resolution certified by the Chairman and Secretary specifying the bank and branch, names and specimen signatures, method of signing, authority to overdraw, specimen company chop, an undertaking to notify changes by certified resolution, and authority to transfer funds | Public Bank |
| CIMB | Original full or extract board resolution (samples in the application form). Extract resolution certified by the sole director, by the Company Secretary and one Director, or by any two Directors, depending on the number of directors | CIMB |
| Maybank Islamic | Board of Directors resolution to open and operate the account, with a downloadable form on the page | Maybank Islamic |
| RHB | Certified true copy or original of the board resolution | RHB |
The most efficient approach is to use the bank’s own template.
Sample clause outline
The outline below is generic. Replace the brackets and check it against your bank’s format. Do not treat it as legal advice.
Delegation and internal controls
Section 216 of the Companies Act 2016 says the directors may delegate any power of the Board to a committee, director, officer, employee or other person, unless the Act, the constitution or a resolution provides otherwise, and the directors remain responsible for the exercise of the delegated power as if they had exercised it themselves. A bank account mandate is exactly that: a delegation of the power to deal with the company’s money. The directors stay accountable for how signatories use it.
Use the signing rule to limit risk. A two-signatory rule means no single person can move all the funds. Add transfer limits at the online banking stage where the bank allows. And remember that directors have duties under section 213 to act in good faith, in the best interest of the company and with reasonable care. See directors’ duties.
Worked example (illustrative)
A Sdn Bhd has three directors: A, B and C. A and B live in Kuala Lumpur and will sign. C lives overseas and will not use the account. The board wants any two of A, B and C to be able to sign, but only A and B to run online banking.
- The secretary circulates the bank’s resolution format with the signatory table filled in.
- All three directors sign the resolution in writing. This works as a written resolution under the Third Schedule because every director entitled to receive notice signs it.
- The secretary enters a copy in the minute book of board proceedings.
- The secretary certifies an extract. If the bank is CIMB, its page says an extract resolution for a company with more than one director is certified by the Company Secretary and one Director, or by any two Directors.
- A and B attend the branch with original identity documents. C is a director but not a signatory, so the bank may still ask for C’s identity documents. Hong Leong Bank’s checklist, for instance, asks for certified copies for directors who are not signatories as well.
Write the signing rule once, in the same words, in the resolution, the mandate and the online banking setup.
Common mistakes
- Using a generic template when the bank prescribes its own format.
- Leaving the signing rule vague (“directors may sign”).
- Forgetting online banking roles.
- Not signing by every director when passing it in writing.
- Leaving the resolution undated or unsigned.
- Certifying by the wrong person.
- Never updating it after a director leaves. A bank keeps acting on the last mandate until it receives a new resolution.
Changing signatories later
Pass a new resolution that revokes or amends the old mandate, in the bank’s format, and give it to the bank with fresh specimen signatures. If a signatory is removed as a director, see appointing and removing directors and tell the bank at once. Hong Leong Bank’s sample says its resolutions remain in force until a new resolution replaces them and the bank has had a reasonable opportunity to update its records.
Sole director, sole proprietor and foreign-owned companies
A sole director passes the resolution alone and certifies it alone; CIMB’s page has a specific rule for the sole director case. A sole proprietor has no board, so the bank asks for the owner’s identity documents and registration certificate instead. In a foreign-owned company, the Third Schedule says a written resolution may consist of several documents, including by facsimile or similar means, but the bank may still want original signatures. Ask the bank before you circulate it.
How Axecta helps
Axecta prepares the board resolution in the bank’s own format, circulates it for signature, certifies the extract as secretary, files the signed copy in the minute book and prepares a new resolution when signatories change. See our company secretarial service.
Next steps
- Ask the bank for its resolution format.
- Confirm the signatories and signing rule.
- Decide whether to pass it at a meeting or in writing.
- Sign, date and certify.
- File in the minute book and attend the branch.
Frequently asked questions
What is a board resolution for a bank account?
It is the directors’ formal decision to open the account, name the authorised signatories, set the signing rule and authorise online banking. The bank relies on it as the company’s authority. Many banks, such as Hong Leong Bank, supply their own format.
Who signs the board resolution?
The directors. If it is passed in writing, the Third Schedule to the Companies Act 2016 says it must be signed or assented to by all directors then entitled to receive notice of a board meeting. At a meeting, a resolution is passed by a majority or by all present without dissent.
Do I need a board meeting?
Not necessarily. The Third Schedule allows a written resolution signed by all directors entitled to receive notice. A meeting suits larger boards or when you want to discuss limits. Check the constitution, which can modify the default rules. Confirm the details with your bank in writing before you rely on them, because requirements change.
Can I use my own template?
Sometimes, but banks prefer their own. Hong Leong Bank asks for its standard format, CIMB provides samples in its application form and Maybank Islamic provides a downloadable form. If you use your own, make sure it covers every item the bank lists.
Who certifies the extract of the resolution?
It depends on the bank. CIMB’s page says the sole director certifies where there is one director, the Company Secretary and one Director or any two Directors certify where there is more than one. Public Bank’s page names the Chairman and Secretary.
What is the signing rule?
The signing rule states how many authorised signatories must sign together, for example any one, any two, or one from each class. State it exactly in the resolution and use the same wording on the bank’s mandate form and online banking setup so the bank applies it consistently.
How do I change signatories?
Pass a new board resolution that revokes or amends the old one, certify it and give it to the bank with new specimen signatures. Hong Leong Bank’s sample says resolutions stay in force until the bank receives a replacement and has had a reasonable opportunity to update its records.
Does the resolution need the company seal?
Only if the bank asks. Hong Leong Bank’s sample refers to the common seal being used where necessary in accordance with the Articles. RHB and Maybank Islamic list a company stamp or common seal. Section 61 of the Companies Act 2016 says a company may or may not have a common seal.
Can Axecta draft the resolution?
Yes. We draft it in the bank’s format, arrange signatures from all directors, certify the extract as secretary and keep the minute book up to date for later changes. See our company secretarial service for details. Confirm the details with your bank in writing before you rely on them, because requirements change.
Need the resolution drafted?
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Keep reading
- How to Open a Corporate Bank Account for Your Sdn Bhd
- Documents Needed for a Corporate Bank Account in Malaysia
- How to Hold a Board Meeting for a Sdn Bhd in Malaysia
- Written Resolutions for a Sdn Bhd Under the Companies Act 2016
- Why Corporate Bank Account Applications Get Delayed
- How to Appoint and Remove a Director of a Sdn Bhd in Malaysia
- Opening a Bank Account for a Foreign-Owned Sdn Bhd
- Does a Sdn Bhd Need to Hold an AGM? What the Companies Act 2016 Says
- Opening a Corporate Bank Account: the full guide
Official sources to check
- Companies Act 2016 (sections 211, 212, 216 and Third Schedule)
- Hong Leong Bank Appendix 1 resolution
- Public Bank current account page
- CIMB Malaysia business current account page
- Maybank Islamic SME First Account-i
This article is general information and not legal, tax or accounting advice for your company. Rates, thresholds, deadlines and procedures change, so confirm current requirements with the sources above or with Axecta.