Citi looks to an Establishing Document to understand who has the authority to bind the company. For a Corporation, this is normally established through a Board Resolution that is specific to banking matters. Some countries use a Trade Register for this information.
Board Resolutions can come in various forms:
- Some countries have sample resolution templates provided by Citi
- Companies can provide their own resolutions as well
For a Corporation - a Board Resolution is:
- Passed at a meeting of the Board or by unanimous written consent
- Identifies the depository institution to choose bank
- Establishes authority of officers or officer titles
- Describes scope of authority, such as to open accounts, appoint signers, sign bank accounts
Some countries use a Trade Register
This is a public register containing details of legal entities in the respective country where these entities are formed. Among other things, the Trade Register contains:
- Legal name of a company
- Registered office
- Names of individuals representing the company (Managing Director, Board of Directors, holders of Proxy)
The Establishing Document identifies the Authorized Signers
These are the signers that have the right to bind the company.
Authorized Signers
- These are the individuals who will execute the account opening documents and will designate the operational signers
- Supporting Documentation: Is identified through Authority Documents like the Board Resolution
Operational Signers
- These are the employees who execute payments. They write checks, instruct wires, or provide any other instruction on behalf of the entity to move funds
- Supporting Documentation: Signature Cards provide sample signatures of the Operational Signers who have been assigned by the Authorized Signers
Note: Country requirements will list any additional documentation/information that needs to be provided with respect to Authorized Signers and Operational Signers. The information required will vary, but would include details of the signer (e.g. date of birth, address, country of citizenship). The supporting documents may be a copy of passport/identity document/driver's license, and proof of residential address.
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