Board Resolution to Open Bank Account (Philippines)
BOARD RESOLUTION
[Corporate Name] (SEC Reg. No. [SEC Reg. No.])
Opening of Bank Account — Designation of Authorized Signatories
I, [Corporate Secretary Name], Corporate Secretary of [Corporate Name], with principal office at [Principal Office], hereby certify that at a meeting of the Board of Directors duly held on [Board Meeting Date], at which a quorum was present and acting throughout, the following resolutions were duly adopted by the Board:
RESOLVED, that [Corporate Name] be, and hereby is, authorized to open a [Account Type] in [Currency] with [Bank Name].
RESOLVED FURTHER, that the following officers are hereby designated as Authorized Signatories for the said account:
Authorized Signatory 1: [Signatory 1]
Authorized Signatory 2: [Signatory 2]
Signing Arrangement: [Signing Arrangement].
Single-signatory threshold (if applicable): [Signing Threshold].
RESOLVED FURTHER, that the Authorized Signatories named above are hereby empowered to sign checks, withdrawal slips, payment orders, and other banking instruments; to endorse checks for deposit; to apply for and maintain online banking access; and to perform all other acts necessary for the operation and maintenance of the said account, including executing such other banking forms and documents as may be required by [Bank Name].
RESOLVED FINALLY, that the Corporate Secretary is hereby authorized to certify to [Bank Name] these resolutions, the incumbency of the officers named herein, and the authenticity of their specimen signatures.
CERTIFICATION
I hereby certify that the foregoing resolutions were duly adopted at the meeting of the Board of Directors of [Corporate Name] held on [Board Meeting Date], that the named signatories are duly elected and acting officers of the corporation, that their specimen signatures as submitted to the bank are genuine, and that these resolutions have not been amended or revoked.
[Corporate Secretary Name]
Corporate Secretary — [Corporate Name]
Corporate Seal: _____________________ (affix seal)
SUBSCRIBED AND SWORN to before me this _____ day of _______________, 20____, at _____________________.
Notary Public: _____________________
Doc. No. _____; Page No. _____; Book No. _____; Series of 20____.
Corporate Secretary
________________
Signature
What Is a Board Resolution to Open Bank Account (Philippines)?
A Board Resolution to Open Bank Account in the Philippines establishes how the company is to be constituted or managed and the rights attaching to its shares or offices.
The Board Resolution serves as the corporation's formal instruction to the bank identifying: which accounts to open (current, savings, time deposit, foreign currency deposit); which officers are authorized to sign checks, payment orders, and withdrawal slips; the specific signing authority — whether single signatory or dual signatories — for transactions above or below specified thresholds; and the scope of authority granted to each signatory for specific banking transactions such as SWIFT transfers, online banking enrollment, or Letters of Credit under BSP rules.
Under BSP Circular No. 1022 (2019) implementing the Anti-Money Laundering Act (AMLA, RA 9160 as amended by RA 11521), banks must conduct Customer Due Diligence (CDD) on corporate clients, requiring the Board Resolution along with the SEC Certificate of Incorporation, General Information Sheet (GIS), SEC-certified Articles of Incorporation and By-Laws, valid government IDs of authorized signatories, and a beneficial ownership declaration identifying natural persons who own or control at least 25% of the corporation.
The Board Resolution for bank account opening differs from a general authorization letter or officer's certificate: it requires adoption at a duly constituted board meeting where quorum was present, and must be certified under oath by the Corporate Secretary. Banks routinely require the resolution to be on the corporation's official letterhead and notarized, and many BSP-supervised banks have their own prescribed format that the resolution must follow.
The legal framework governing the Board Resolution to Open Bank Account (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Board Resolution to Open Bank Account (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Board Resolution to Open Bank Account (Philippines)?
A Board Resolution to Open a Bank Account in the Philippines is needed every time a Philippine corporation establishes a new banking relationship or changes its authorized bank signatories for an existing account.
The resolution is required when a newly incorporated corporation opens its first corporate bank account — whether with a universal bank like BDO Unibank, Metrobank, or Bank of the Philippine Islands (BPI), or with a rural bank or digital bank supervised by the BSP. No BSP-supervised bank will open a corporate account without a certified Board Resolution.
The resolution is needed when a corporation opens an additional account at a new bank — for example, creating a payroll account at a different institution while maintaining its operating account at its primary bank. Each bank requires its own separate Board Resolution.
The resolution is required when the authorized bank signatories change due to officer resignations, promotions, or organizational restructuring. Banks will not recognize new signatories without an updated Board Resolution revoking previous authorizations and designating the new authorized signatories with specimen signatures.
The resolution is needed when a corporation opens a foreign currency deposit account under BSP Circular No. 645 (2009) for foreign currency transactions, export proceeds, or remittance purposes, since foreign currency accounts carry additional regulatory requirements under the Foreign Currency Deposit Act (RA 6426).
The resolution is required when a corporation enrolls in a bank's online banking platform, applies for a corporate credit facility, or requests a Manager's Check issuance authority — each of which BSP-supervised banks treat as a separate authorization requiring a specific Board Resolution or updated authorization letter.
Parties in Philippines should prepare a Board Resolution to Open Bank Account (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Board Resolution to Open Bank Account (Philippines)
A valid Board Resolution to Open a Bank Account in the Philippines must include the following elements to satisfy BSP-supervised bank requirements and the Revised Corporation Code (RA 11232).
Corporate Identification: The full legal name of the corporation exactly as registered with the SEC, the SEC Registration Number, the TIN, and the principal office address. The corporation name must match the SEC Certificate of Incorporation that will be submitted to the bank.
Meeting Details: The date, time, and location of the board meeting at which the resolution was adopted; confirmation that the meeting was duly convened with a quorum present; and the vote of directors approving the resolution (at minimum, a majority of the board as required by Section 51 of RA 11232).
Bank and Account Identification: The full name of the bank (including branch and BSP bank code if known), the type of account to be opened (current/checking account, savings account, time deposit, foreign currency account), and the currency denomination.
Authorized Signatories: The full legal names and positions of each authorized signatory, their specimen signatures as affixed in the resolution, and the specific authority granted — single signatory, dual signatories for amounts above a stated threshold (e.g., PHP 500,000), or other signing arrangements. Each signatory's authority must be unambiguous to avoid rejection by the bank's compliance department.
Scope of Authorization: The specific banking transactions authorized — signing checks, authorizing wire transfers, enrolling in online banking, applying for loans against the account, or obtaining bank statements — stated explicitly to comply with the bank's CDD requirements under BSP Circular No. 1022 (2019).
Corporate Secretary Certification: A certification by the Corporate Secretary under oath that the resolution was duly adopted at a properly constituted board meeting, that the signatories named are incumbent officers of the corporation, that their specimen signatures as affixed are genuine, and that the resolution has not been revoked or amended.
Additional compliance elements for a Board Resolution to Open Bank Account (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Board Resolution to Open Bank Account (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/corporate/board-resolution-open-bank-account-philippines
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}Frequently Asked Questions
Most BSP-supervised banks in the Philippines require the Board Resolution to Open a Bank Account to be notarized before a notary public. However, under the 2020 Rules on Electronic Evidence and the SEC Memorandum Circular No. 28 (2020), some banks now accept electronically signed and e-notarized resolutions for digital banking applications. Physical branch-based account opening at major universal banks such as BDO Unibank, Metrobank, BPI, and Landbank typically requires a notarized original Board Resolution with the Corporate Secretary's certification under oath. Some rural banks and cooperative banks may accept a board-certified (non-notarized) resolution for smaller transaction accounts. The practical rule is to prepare a notarized Board Resolution for all corporate bank account openings to avoid delays, as the bank's compliance team may return unnotarized documents pending certification.
A Philippine corporation must update its Board Resolution for bank account signatories whenever any of the authorized signatories leave, are promoted, or change roles, or when the corporation wishes to change the signing arrangements (e.g., from single signatory to dual signatory above a threshold). There is no fixed expiry period mandated by BSP regulations, but most banks request an updated General Information Sheet (GIS) annually and will flag discrepancies between the GIS-listed officers and the authorized bank signatories. Under BSP Circular No. 1022 (2019) implementing the Anti-Money Laundering Act (AMLA), banks must update their Know Your Customer (KYC) records on corporate clients every 3 years for regular risk-rated clients and more frequently for high-risk clients, which typically triggers a request for a fresh Board Resolution confirming current signatories.
No. A Philippine corporation's bank account operates exclusively according to the Board Resolution on file with the bank. An officer — even the President or CEO — cannot validly sign checks or authorize bank transactions on behalf of the corporation unless specifically named in the Board Resolution as an authorized signatory. This rule protects the corporation from unauthorized corporate banking actions under Section 22 of the Revised Corporation Code (RA 11232), which requires that all corporate acts be authorized by the board. If a check is signed by an officer not named in the Board Resolution, the bank may dishonor the check, and the officer signing may be personally liable for any resulting payment obligation. Courts have consistently held in Philippine commercial law jurisprudence that banks are not required to honor instruments signed by persons not named in the corporate account's Board Resolution.
BSP-supervised Philippine banks require the following documents alongside the Board Resolution to Open a Bank Account for corporate clients, as mandated by BSP Circular No. 1022 (2019) on Customer Due Diligence: SEC Certificate of Incorporation (original or certified true copy); SEC-certified Articles of Incorporation and By-Laws; latest General Information Sheet (GIS) filed with the SEC; BIR Certificate of Registration (Form 2303); Mayor's Permit or LGU Business Permit; valid government-issued photo IDs of all authorized signatories (passport, Philippine National ID under PhilSys RA 11055, or driver's license); Beneficial Ownership Declaration Form identifying natural persons owning or controlling at least 25% of the corporation; and the most recent audited financial statements or BIR Income Tax Return (ITR) for existing corporations. Additional documents may be required for corporations in regulated industries or those classified as high-risk under the bank's AML risk assessment.
Yes. A One Person Corporation (OPC) registered under Section 116 of the Revised Corporation Code (RA 11232) opens corporate bank accounts using the same Board Resolution procedure as an ordinary stock corporation. Because an OPC's single stockholder also serves as the sole director and typically as the President, the Board Resolution is signed by the single director-stockholder in their capacity as the board, and certified by the nominee director or the single stockholder acting as Corporate Secretary per Section 122 of RA 11232. The OPC must present its SEC Certificate of Incorporation showing the OPC designation, the Articles of Incorporation (which must state the name and address of the nominee), and a copy of the Nominee Consent Form filed with the SEC. Some banks may request additional verification of beneficial ownership given the single-owner structure under BSP's AML risk assessment for OPCs under BSP Circular No. 1022 (2019).
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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