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Corporate Resolution & Changing/Adding Signers

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Question: 
Does a Corporate Resolution supersede minutes of a meeting when changing/adding signers? Does the Corporate Resolution names/titles need to match the NE Secretary of State filing? How do you choose for account signature purposes?
Answer: 

Typically, filings with state offices are made annually unless there's a state requirement for a filing with each substantive change in management. So I don't recommend trying to match up signers with those state filings except perhaps when an account is first opened (when you're usually using the state filings to confirm the status of the entity, rather than who's authorized to sign on deposit accounts).

An entity's governing body (board of directors for a corporation) votes from time to time to grant authority to one or more individuals to open and/or manage its bank accounts. That is the authority you need to make changes. The corporate resolution is a statement by a corporate officer (typically the secretary or clerk of the corporation) attesting to the fact that the board met and adopted a vote for those authorizations. In other words, the corporate resolution should reflect, not supersede, minutes of a board meeting.

First published on 12/08/2014

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