What a board resolution is — and why your bank keeps asking for one
A board resolution is a formal, written record of a decision made by a company’s board of directors. When directors agree to do something significant — open a bank account, appoint a signatory, take a loan, authorise a contract — the resolution is the document that proves the company, not just an individual, decided it properly.
In Kenya this comes up most often at the bank. To open a company account, or add or change signatories, banks require a certified board resolution naming the account and the authorised signatories — one of the most-requested documents for any registered company. Lenders, the registrar and counterparties ask for them too, whenever they need proof that an action was authorised by the board.
A resolution is short but precise: it records where and when the board met (or that it was a written resolution), that a quorum was present, then the resolutions themselves — each a clear “RESOLVED THAT…”. It is signed by directors (often two, or a director and the company secretary) who certify it as a true record. Under the Companies Act, 2015, directors can also pass written resolutions without a physical meeting.
What a board resolution should include
- ◆The company’s name (and that the board met, or resolved in writing)
- ◆The date, and that a quorum was present
- ◆Each resolution, clearly stated as “RESOLVED THAT…”
- ◆For a bank account: the bank, the account, and the signatories with the mandate (e.g. any two to sign)
- ◆A certification that it is a true record of the board’s decision
- ◆The signatures of the directors (or a director and the company secretary)
Common mistakes to avoid
- ✕Vague resolutions a bank or registrar can’t act on
- ✕No quorum stated, so the resolution’s validity can be questioned
- ✕One person “resolving” alone when the decision needed the board
- ✕For bank accounts, forgetting the signing mandate (who signs, and how many)
Questions
Do I need a board resolution to open a company bank account in Kenya?
Yes — banks require a certified board resolution that names the bank and account and lists the authorised signatories and the signing mandate. It is usually the first document the bank asks for, alongside your incorporation certificate, KRA PIN and directors’ IDs.
Can directors pass a resolution without holding a meeting?
Yes. The Companies Act, 2015 allows written resolutions signed by the directors, with the same effect as one passed at a meeting. This tool produces either form — state a venue and date for a meeting, or treat it as a written resolution.
What is a quorum?
The minimum number of directors who must be present (or signing) for a decision to be valid, as set in your company’s articles. Stating that a quorum was present confirms the resolution was properly passed.
Who signs a board resolution?
Typically two directors, or a director and the company secretary, who certify it as a true record. For bank purposes the bank will tell you exactly whose signatures, and how many, it needs.
Is a board resolution the same as meeting minutes?
No. Minutes record everything discussed at a meeting; a resolution is the formal record of a specific decision, often extracted from the minutes, in a form a bank or third party can rely on.
This tool is free to write and preview, with an editable draft on your letterhead. Downloading a clean PDF without the small watermark is KES 100 in Kenya (a one-off) and free elsewhere. It is a template, not legal advice; for anything with legal weight, have it reviewed before you rely on it.