Company Resolution
Template — South Africa
An attorney-drafted Company Resolution template designed specifically for South African companies. This comprehensive, legally compliant general-purpose resolution enables the board or shareholders to formally authorise routine corporate actions — covering bank account openings, signatory changes, auditor appointments, SARS registrations, and FICA compliance under the Companies Act 71 of 2008 and the Financial Intelligence Centre Act 38 of 2001.
Drafted by qualified South African attorneys
Reviewed for compliance with current legislation · Last updated April 2026
Why Your Business Needs This Agreement
Bank Rejection Delaying Account Opening
The most common frustration for South African businesses is having a company resolution rejected by the bank — resulting in delays of days or weeks in opening an account that the business urgently needs. Banks reject resolutions for a range of reasons: missing ID numbers, unclear signing powers, expired certified copies, unsigned or undated resolutions, missing quorum confirmation, and failure to include specimen signatures. Each rejection requires corrective documentation and resubmission, with each cycle adding 3-5 business days. For new companies that need a bank account to start trading, or existing companies changing banks, these delays can be costly. A properly drafted resolution that anticipates the bank's requirements and includes all necessary information eliminates this risk.
FICA Non-Compliance Penalties
Banks that open accounts or process transactions based on incomplete or non-compliant company resolutions face significant FICA penalties. Section 45C of the Financial Intelligence Centre Act provides for administrative penalties of up to R50 million for non-compliance with customer due diligence requirements. As a result, banks have become increasingly strict about their resolution requirements, and any deficiency — even a minor one — will result in rejection. The company suffers the consequences through delayed account opening, frozen accounts (if the bank discovers deficiencies during periodic FICA reviews), and in extreme cases, account closure. Maintaining a current, compliant company resolution with all supporting FICA documents is essential for uninterrupted banking services.
Unauthorised Persons Acting on Behalf of the Company
When persons act on behalf of a company without proper authorisation — signing contracts, opening accounts, making tax filings, or committing the company to obligations — the company may face severe consequences. The company may be bound by unauthorised commitments under the doctrine of ostensible authority (where third parties reasonably believed the person was authorised). Directors may face personal liability under Section 77 for failing to exercise proper governance. Banks may freeze accounts if they discover that the persons operating the account were not properly authorised by the current resolution. A clear, current company resolution that specifically identifies authorised persons and their scope of authority prevents these issues.
Outdated Resolutions Creating Authority Gaps
Companies that do not update their resolutions when directors change, signatories leave, or authority structures are modified create dangerous authority gaps. Former employees or directors who remain on banking mandates can make unauthorised withdrawals. New directors who are not added to resolutions cannot exercise their authority. Banks may refuse to process transactions if the resolution on file does not match the current list of directors on the CIPC register. Regular resolution reviews — at least annually and whenever there is a change in directors, signatories, or authority structures — are essential to prevent these gaps.
SARS Representative Appointment Creating Personal Liability
The person designated as the company's representative taxpayer or public officer under Section 246 of the Tax Administration Act bears personal liability for the company's tax debts under Section 180. Many companies pass resolutions appointing a representative without the appointee fully understanding the personal liability exposure — which can be substantial if the company fails to pay its taxes. The resolution should be accompanied by a clear explanation of the personal liability implications, and the appointee should confirm their acceptance of the appointment. Companies should also consider whether to indemnify the representative against personal liability, and whether to limit the scope of the representative's authority to specific tax types.
What is a Company Resolution?
South African companies regularly need to pass resolutions for a wide range of operational and administrative actions that may not involve the fundamental corporate changes requiring a special resolution, but nonetheless demand formal documentation of the company's authority. A Company Resolution is a general-purpose resolution — typically passed by the board of directors — that authorises routine corporate actions such as opening or closing bank accounts, appointing or changing authorised signatories, appointing auditors or accountants, registering with SARS or other regulatory bodies, authorising specific transactions, granting signing authority to officers, and other day-to-day corporate decisions.
While the term "company resolution" is not a formal legal category under the Companies Act 71 of 2008 (which distinguishes between directors' resolutions under Sections 73-74 and shareholders' resolutions under Sections 60-65), it is the term universally used in South African commercial practice when third parties — particularly banks, government departments, and service providers — require proof that a person acting on behalf of the company has been properly authorised to do so. Banks are especially stringent: they will not open an account, change signatories, or process certain transactions without a certified company resolution that meets their specific requirements.
The Financial Intelligence Centre Act 38 of 2001 (FICA) is the primary driver of the strict resolution requirements imposed by South African banks. As accountable institutions, banks must verify the identity and authority of every person who opens or operates a bank account on behalf of a company. The FICA Risk Management and Compliance Programme (RMCP) guidance notes issued by the Financial Intelligence Centre require banks to obtain documentary evidence of the company's authority — and a company resolution naming the authorised persons, specifying their signing powers, and certified by the directors is the standard form of such evidence. Without a FICA-compliant resolution, the bank will simply refuse to process the request.
Beyond banking, company resolutions are required in a surprisingly wide range of situations. The South African Revenue Service (SARS) requires a resolution authorising a representative to act on the company's behalf for tax registrations and disputes. CIPC may require a resolution when filing changes to directors or registered addresses. Insurance companies, stockbrokers, and other financial institutions require resolutions before accepting instructions from company representatives. Government departments and state-owned entities often require a resolution as part of their supplier registration process. Even private-sector service providers (such as IT companies, landlords, and professional firms) may require a resolution before entering into significant contracts with a company.
The format and content of a company resolution vary depending on the purpose, but best practice requires that every resolution include: clear identification of the company (name, registration number, and registered address), identification of the resolving body (board of directors or shareholders), confirmation of quorum, the precise resolution text, identification of authorised persons with their full names and ID numbers, the scope and limitations of the authority granted, the effective date and duration of the resolution, and the signatures of the directors or shareholders who approved it. The resolution must be certified as a true copy — typically by a director or the company secretary.
This attorney-drafted template is structured to be accepted by all major South African banks (ABSA, FNB, Nedbank, Standard Bank, Capitec, and Investec), SARS, CIPC, and other institutions. It is compliant with the Companies Act 71 of 2008, the Financial Intelligence Centre Act 38 of 2001, and the Banks Act 94 of 1990. Whether you are opening a company bank account, changing signatories, appointing an auditor, registering with SARS, or authorising any other corporate action, this Company Resolution template ensures your documentation is complete, compliant, and accepted on first submission.
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South African banks require a certified company resolution for every account opening, signatory change, and major transaction — driven by FICA compliance obligations
FICA non-compliance penalties for accountable institutions can reach up to R50 million under Section 45C of the Financial Intelligence Centre Act
Company resolutions must be preserved for at least seven years under Section 24(3)(b) of the Companies Act — and should be updated whenever directors or signatories change
The person appointed as the company's representative taxpayer under Section 246 of the Tax Administration Act bears personal liability for the company's tax debts under Section 180
A resolution passed without proper quorum has no legal effect — the default board quorum is a majority of directors under Section 73(5) of the Companies Act
Key Clauses Included
This Company Resolution template covers 10 essential sections, each drafted by South African attorneys.
Company Identification
Records the company's full legal name, CIPC registration number, registered address, trading name (if different from the legal name), the date of incorporation, and the company's income tax reference number. This information is required by banks and regulatory bodies to verify the company's identity and legal existence. For companies with multiple subsidiaries or divisions, the section specifies which entity is passing the resolution to avoid confusion. Where the resolution is intended for a bank, the company's existing bank account details (if any) are also recorded.
Resolving Body & Authority
Identifies whether the resolution is being passed by the board of directors (under Section 73 or 74 of the Companies Act) or by the shareholders (under Section 60 or 65). Most company resolutions for routine matters (bank accounts, signatories, auditor appointments) are board resolutions, as these fall within the board's management powers under Section 66(1). However, certain actions may require shareholder approval if the MOI reserves them for shareholders. The section confirms that the resolving body has the authority under the Companies Act and the MOI to pass the resolution, and references the applicable statutory provision.
Quorum Confirmation
Confirms that the required quorum was present when the resolution was considered and approved. For board resolutions, the default quorum is a majority of directors under Section 73(5). For shareholders' resolutions, the default quorum is three shareholders holding at least 25% of voting rights under Section 64(1). For round-robin resolutions (by written consent), the section confirms that the proposed resolution was circulated to all directors or shareholders and that the required majority consented. This section is critical for the resolution's validity — a resolution passed without quorum has no legal effect.
Resolution Purpose & Background
States the specific corporate action being authorised and provides sufficient context for the resolution to be understood by the recipient (bank, SARS, or other third party). The purpose should be stated clearly and specifically — for example, "to open a business current account at First National Bank, Sandton Branch" rather than a vague "to open a bank account". The background may include the business reason for the action (such as "the company is establishing a new division requiring separate banking facilities") and any conditions or limitations on the authorisation.
Resolution Text
The precise wording of the resolution, drafted to clearly and unambiguously identify the action being authorised, the persons authorised to implement it, any conditions or limitations, and the effective date. For bank resolutions, the text must specify the type of account (current, savings, call, or fixed deposit), the bank and branch, the authorised signatories, and the signing requirements (sole or joint authority, and for what transaction values). For SARS resolutions, the text must identify the representative, their ID number, and the specific tax types they are authorised to handle. The resolution text should be drafted to anticipate the questions that the receiving institution will ask.
Authorised Signatories & Signing Powers
Identifies by full name, South African ID number (or passport number for non-citizens), and designation (director, prescribed officer, financial manager, etc.) each person authorised to act on behalf of the company in connection with the resolution. The section specifies whether each signatory has sole or joint authority, the maximum transaction value per signatory or signing combination, any excluded transactions (such as a prohibition on the financial manager signing loans above a specified amount), and whether the signatory can delegate their authority. For bank resolutions, specimen signatures are typically required. The signing powers must be clearly structured — banks will reject resolutions with ambiguous signing arrangements.
FICA Compliance & Identity Verification
Addresses the requirements of the Financial Intelligence Centre Act 38 of 2001 (FICA) that banks and accountable institutions must satisfy before acting on a company resolution. The section confirms that certified copies of the following documents will be provided with the resolution: each authorised signatory's ID document or passport (certified within the preceding three months), proof of residential address for each signatory, the company's CIPC registration certificate, the company's MOI (or a certified extract), and the company's latest annual return or confirmation of registration. For enhanced due diligence (required for companies with complex ownership structures or high-risk profiles), additional documents such as a certificate of beneficial ownership and an organogram of the group structure may be required.
Effective Date & Duration
Specifies when the resolution takes effect (immediately upon adoption, upon a specified future date, or upon fulfilment of a condition) and whether it remains in force indefinitely or expires on a specified date or upon the occurrence of a specified event. For ongoing authorisations (such as banking signatories), the resolution typically remains in force until superseded by a subsequent resolution. For specific transactions (such as authorising the signing of a particular contract), the resolution may expire upon completion of the transaction. The section also addresses the revocation mechanism — how the resolution can be cancelled or replaced by a subsequent resolution.
Directors' Signatures & Certification
Provides signature blocks for all directors (or shareholders, if applicable) who approved the resolution. Each signatory must sign and print their full name, and the resolution must be dated. The section includes a certification by a director or the company secretary that the resolution is a true and correct copy of the resolution duly passed by the board of directors (or shareholders) of the company. For bank resolutions, the certification is typically required to be commissioned by a commissioner of oaths. The section also addresses the requirements for providing the resolution to third parties — most institutions will only accept a certified copy (not the original) and may require that the certifying director's signature be verified.
Annexures & Supporting Documents
Lists and attaches all supporting documents that must accompany the resolution. Common annexures include: certified copies of all authorised signatories' ID documents or passports, proof of residential address for each signatory, the company's CIPC registration certificate, the company's most recent annual return, specimen signatures (for bank resolutions), the company's income tax reference number (for SARS resolutions), and the company's BBBEE certificate (for government supplier registration resolutions). The annexure checklist is tailored to the specific purpose of the resolution — bank account opening, SARS registration, auditor appointment, etc.
South African Law Compliance
Companies Act 71 of 2008
The Companies Act provides the legal framework for corporate decision-making in South Africa. Section 66(1) empowers the board to manage the business and affairs of the company. Sections 73 and 74 govern the procedures for passing board resolutions (at meetings and by round-robin respectively). Section 24 requires the company to maintain records of all resolutions for at least seven years. The Act also governs the delegation of authority by the board (Section 66(1)), the appointment of auditors (Section 90), and the duties of directors in exercising corporate powers (Sections 76 and 77). A company resolution must comply with the procedural requirements of the Act and the company's MOI to be valid and enforceable.
Financial Intelligence Centre Act 38 of 2001
FICA is the primary legislation driving the strict documentary requirements for company resolutions in South Africa. Banks and other accountable institutions must comply with FICA's customer due diligence (CDD) requirements before opening accounts or processing transactions for corporate clients. This includes verifying the identity and authority of the persons acting on behalf of the company — and a certified company resolution is the standard form of authority verification. FICA also requires accountable institutions to establish and maintain the identity of the company's beneficial owners (persons who ultimately own or control the company) under Section 21B, which may require additional documentation beyond the resolution itself. Non-compliance with FICA can result in administrative penalties of up to R50 million under Section 45C, and banks that fail to verify authority face personal liability for their employees and directors.
Banks Act 94 of 1990
The Banks Act regulates the conduct of banking business in South Africa and, together with FICA, creates the regulatory framework within which banks must operate when accepting company resolutions and opening corporate accounts. The Act requires banks to act with prudence and to ensure that persons operating accounts on behalf of companies have been properly authorised. The Prudential Authority (operating within the South African Reserve Bank) supervises banks' compliance with these requirements. Banks that open accounts or process transactions based on invalid or fraudulent resolutions face regulatory consequences, which is why their resolution requirements are so strict.
Tax Administration Act 28 of 2011
The Tax Administration Act governs the administration of all tax acts by SARS. Section 246 requires that any person who represents a company before SARS must be properly authorised. A company resolution authorising a representative to register for tax types, correspond with SARS, receive tax assessments, and dispute tax matters is the standard form of authorisation. SARS may refuse to deal with a representative who cannot produce a valid company resolution. The Act also imposes obligations on "responsible persons" (typically directors) who may be held personally liable for the company's tax debts under Section 180 — making the proper delegation of tax authority through a company resolution both a practical necessity and a risk management tool.
Protection of Personal Information Act 4 of 2013
When a company resolution contains personal information — such as directors' ID numbers, residential addresses, and specimen signatures — POPIA applies to the processing, storage, and sharing of that information. The company must ensure that personal information in the resolution is only used for the purpose for which it was collected (the specific corporate action being authorised), is shared only with the intended recipient (the bank, SARS, or other institution), and is stored securely for the retention period required by the Companies Act (seven years for resolution records under Section 24). Banks and other recipients of the resolution are also bound by POPIA when they process the personal information contained in it.
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Create Your Company Resolution in Minutes
Our guided wizard walks you through every clause — no legal knowledge required. Attorney-drafted, South African law compliant.
Determine the purpose and required format
Identify the specific corporate action requiring a resolution and determine whether the receiving institution (bank, SARS, CIPC, etc.) has a prescribed format. If the bank provides its own resolution form, use it. If not, use this template. Determine whether the resolution requires board approval only (most routine matters) or also requires shareholder approval (check the MOI for reserved matters).
Gather required information and documents
Collect the company's CIPC registration certificate, MOI, latest annual return, and income tax reference number. Obtain certified copies (within three months) of the ID documents and proof of residential address for all directors and proposed authorised signatories. For bank resolutions, confirm the type of account, the bank and branch, and the signing powers required by the business.
Customise the template and draft the resolution
Complete the template by inserting the company details, the resolving body, the resolution text (clearly specifying the authorised action and persons), the signing powers with monetary limits, and the effective date. Ensure all authorised signatories are identified by full name, ID number, and designation. Include specimen signatures where required.
Pass the resolution and obtain signatures
Convene a board meeting (or circulate a round-robin resolution), confirm quorum, and pass the resolution. Have all directors (or the required majority) sign the resolution. Certify the resolution as a true copy — by a director, the company secretary, or a commissioner of oaths, depending on the receiving institution's requirements.
Submit the resolution with supporting documents
Submit the certified resolution to the receiving institution together with all required supporting documents (certified IDs, proof of address, CIPC certificate, annual return, etc.). Retain a copy in the company's minute book for the seven-year retention period under Section 24. Set a reminder to update the resolution whenever directors, signatories, or authority structures change.
Frequently Asked Questions
A Company Resolution is a formal document recording a decision taken by the board of directors or shareholders of a company to authorise a specific corporate action. While the term "company resolution" is not a formal legal category under the Companies Act 71 of 2008, it is universally used in South African commercial practice when third parties require proof that a person acting on behalf of the company has been properly authorised. You need a company resolution for a wide range of situations: opening or closing a bank account, appointing or changing authorised signatories, appointing auditors or accountants, registering with SARS for income tax, VAT, PAYE, or UIF, authorising specific persons to sign contracts on behalf of the company, granting powers of attorney, registering with government departments as a supplier, and many other routine corporate actions. Banks in particular are extremely strict about requiring properly formatted, certified resolutions before processing any account-related request — driven by their FICA compliance obligations.
What You Get With This Template
Drafted specifically for South African law — compliant with the Companies Act 71 of 2008, FICA, the Banks Act, and the Tax Administration Act
Accepted by all major South African banks — ABSA, FNB, Nedbank, Standard Bank, Capitec, and Investec — meeting their most stringent documentary requirements
FICA-compliant structure with built-in checklist for required supporting documents (certified IDs, proof of address, CIPC certificate, annual return)
Detailed signatory identification with full names, ID numbers, designations, signing powers, and specimen signature provisions
Flexible format suitable for bank accounts, SARS registration, auditor appointment, contract signing authority, and all other routine corporate actions
Director certification and commissioner of oaths verification provisions ensuring the resolution is accepted on first submission
Seven-year record-keeping framework compliant with Section 24, including filing and review reminders
Customisable template with clearly marked decision points — no legal jargon without explanation