The constitutive and authority documents ("Constitutive and Authority Documents") that are specific to the Customer, but need to be seen by Citi as part of the account opening process. The purpose of Constitutive and Authority Documents is to provide evidence of:
Constitutive and Authority Documents will also be used for Know Your Customer purposes and to ensure compliance with applicable Anti-Money Laundering ("AML") requirements. AML requirements differ from country to country and additional documents may also be required for such purposes.
The requirements for the Constitutive and Authority Documents may be met in different ways depending on the place of incorporation/establishment, the country of account opening and the form of Customer entity involved. Constitutive and Authority Documents may also need to be certified, notarized or otherwise authenticated to meet local laws, regulations or guidelines based on country of account opening.
The authority of individuals to act on behalf of the Corporation is usually established through a Board Resolution that is specific to banking matters. The Corporation's Legal Counsel drafts the Board Resolution and will ensure it is clear, direct and unambiguous; not subject to interpretations.
Board Resolutions can come in various forms. Citi can provide a 'Standard' Resolution which is a basic template that can be completed and returned to Citi. Alternatively, a 'Non-standard' Resolution, unique to a client, may also be used for multiple banking relationships.
Regardless of format, the Board Resolution is a client-supplied document and drafted by their internal Legal counsel.
For a Corporation, a Board Resolution:
Other entity types won't have a "Board Resolution,"" but the documentation provided will include the same type of information related to who will have authority over the account.
Those given authority to open, close and manage bank accounts should be listed as officer titles/positions within the Banking Resolution rather than individual names to allow for ease of updates.
An Incumbency Certificate can be supplied by Company Corporate Secretary providing certification of Officer name, title and signature sample.
IMPORTANT: The interpretation of a Resolution can be one of the more challenging areas as it is the initial document Citi would reference to understand who can open, close and manage bank accounts. In general, Citi looks at the Resolution to understand who has the authority to bind the company.
A POA is a form of governing document. It can be issued either by a corporate body or an individual in favor of one or more persons to act as an attorney on their behalf.
The POA should be signed by those that have authority conferred on them through the Board Resolution or similar signatory mandate (for EMEA, those who are identified as corporate officers in the Trade Register).
Documents to confirm the identity of the signatory, commonly used documents are passports or drivers licences, birth certificate, social security card etc.
Citi is obliged to provide reporting to the US Internal Revenue Service (IRS) in relation to US accounts and accounts opened elsewhere by Customers with a US address connection. US address connections include:
US Tax Forms need to be received from the Customer to ensure that the relevant reportable information is collected. Failure to receive the relevant US Tax Form where required could lead to false reporting, and this could result in Citi applying a -% withholding tax on any interest the Customer earns on the accounts and Citi being fined.
The following is a general description of the types of forms available, but there are multiple versions of W8 forms and the actual form to be used depends on the type of Customer. The forms should be downloaded by the Customer from the IRS website (www.irs.gov):
Use E-W8, an online tool to complete W8 and W9 tax forms accurately and efficiently. Click here and use registration code UD9$5K.
© 2018 Citibank, N.A. Confidential and Proprietary Citi Client Use ONLY