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.
- Corporate Signers are authorized per Bank Mandates, Powers of Attorney, Commercial Registers or other similar authority documentation to legally bind the Customer and to act on behalf of the Customer to open, close and maintain Accounts.
- Operating signers are designated by Corporate Signers or as may be listed in the Bank Mandate, or other authority documentation to legally bind the customer to perform any action to credit, debit, or otherwise operate or act on the Customer Account listed herein in relation to all services provided by the Bank, subject to any restrictions set opposite their name below. Examples of such actions may include, but are not limited to, issuing, or signing checks, stop payment instructions, or any other relevant Account operating instructions. Please note, actions or instructions provided in CitiDirect online banking, CitiConnect and Manually Initiated Funds Transfer (MIFT) are excluded from the powers provided to Operating Signers delegated on this form.
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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