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.
What is a Company Resolution in South Africa?
A Company Resolution is a general-purpose resolution — usually passed by the board under Sections 73 or 74 of the Companies Act 71 of 2008 — that authorises routine corporate actions such as opening bank accounts, appointing auditors, registering with SARS, and granting signing authority. Banks require certified company resolutions to satisfy FICA customer due diligence obligations.
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Company Resolution TL;DR
A Company Resolution is the term universally used in South African commercial practice for any formal resolution — whether a directors resolution under Sections 73-74 or a shareholders resolution under Sections 60-65 of the Companies Act 71 of 2008 — that evidences corporate authority for routine actions. It is the document banks, SARS, CIPC, and other third parties require as proof that a specific person is authorised to act on behalf of the company. The strict requirements imposed by South African banks (FNB, ABSA, Nedbank, Standard Bank, Capitec, Investec) are driven by FICA customer due diligence obligations under the Financial Intelligence Centre Act 38 of 2001, with administrative penalties up to R50 million for non-compliance under Section 45C. Every resolution must be properly formatted, certified as a true copy, supported by FICA-compliant documents, and maintained in the minute book for at least seven years under Section 24.
Also known as: Company Board Resolution, Company Resolution Template, Bank Resolution, Corporate Resolution, Authority Resolution, Banking Mandate Resolution.
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.
FICA non-compliance carries administrative penalties of up to R50 million under Section 45C — which is why banks reject incomplete company resolutions without discussion or appeal.
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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What a Company Resolution Must Include for Bank Acceptance Under South African Law
Elements required by the Companies Act, FICA, and banking practice for a company resolution accepted by South African banks, SARS, and CIPC.
| Clause | Required / Recommended By | Key Reference |
|---|---|---|
| Full company name, CIPC registration number, and address | FICA; commercial practice | Matches CIPC register exactly |
| Resolving body (board or shareholders) identification | Companies Act 71 of 2008 | Sections 73-74 (board) or 60-65 (shareholders) |
| Quorum confirmation | Companies Act 71 of 2008 | Section 73(5) (board) or Section 64(1) (shareholders) |
| Specific corporate action being authorised | Commercial practice | Clear scope for third-party reliance |
| Authorised signatories — full names, ID numbers, designations | FICA Section 21 | Customer due diligence verification |
| Signing powers and transaction limits | Commercial practice | Sole or joint authority clarity |
| Specimen signatures (for bank resolutions) | Banking practice; FICA | Authenticates future instructions |
| Effective date and duration | Commercial practice | Ongoing or transaction-specific |
| Directors' signatures and certification as true copy | FICA; commercial practice | Accepted by all major SA banks |
| Supporting FICA documentation | Financial Intelligence Centre Act 38 of 2001 | Section 21 CDD and Section 21B beneficial owners |
| Seven-year record retention confirmation | Companies Act 71 of 2008 | Section 24(3)(b) |
| POPIA compliance for personal information | Protection of Personal Information Act 4 of 2013 | Section 11 lawful processing grounds |
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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Determine the purpose and required format
Identify the specific corporate action requiring a resolution — opening or closing a bank account, changing signatories, appointing an auditor, registering with SARS as a representative taxpayer, authorising a specific contract, granting a power of attorney, or registering on the Central Supplier Database. Determine whether the receiving institution (bank, SARS, CIPC, procurement office) has a prescribed format — most major South African banks provide their own forms for account opening and signatory changes, and they typically insist on using their form rather than a generic template. If the bank provides its own form, use it; if not, use this template. Determine whether the resolution requires board approval only (most routine matters fall within the board's management powers under Section 66(1)) or also requires shareholder approval — check the MOI for any reserved matters.
Gather required information and documents
Collect the company's CIPC registration certificate (CoR14.3 or CK1), the current Memorandum of Incorporation (or CoR15.1A for close corporations), the latest CIPC annual return confirmation, and the company's income tax reference number. Obtain certified copies (within three months for FICA compliance) of the ID documents or passports for all directors and proposed authorised signatories, proof of residential address (utility bill, bank statement, or municipal account dated within three months), and beneficial ownership declarations for any shareholder holding more than 25% of the shares. For bank resolutions, confirm the type of account (current, savings, call, fixed deposit), the specific bank and branch, the signing powers required by the business (sole, joint with another, joint with multiple), and any transaction value thresholds. Gather the company's FICA documentation package in advance — incomplete FICA documents are the most common cause of resolution rejection.
Customise the template and draft the resolution
Complete the template by inserting the company details exactly as they appear on the CIPC register (any discrepancy causes rejection), the resolving body (board or shareholders), the resolution text clearly and precisely specifying the authorised action and the authorised persons, the signing powers with monetary limits for each signatory and combination, and the effective date and duration (ongoing or transaction-specific). Ensure all authorised signatories are identified by their full names as they appear on their ID documents, their South African ID numbers (or passport numbers for non-citizens), their designations (director, prescribed officer, financial manager, etc.), and their specimen signatures. For SARS representative taxpayer appointments under Section 246 of the Tax Administration Act, specifically identify the tax types the representative is authorised to handle, and note the personal liability the representative assumes under Section 180.
Pass the resolution and obtain signatures
Convene a board meeting with proper notice under Section 73 (or circulate a round-robin resolution under Section 74 — majority consent suffices, not unanimous), confirm quorum (default: majority of directors under Section 73(5)), address any conflict of interest disclosures under Section 75, and pass the resolution. Have all directors (or the required majority) sign the resolution in ink — digital signatures may be accepted by some banks under the Electronic Communications and Transactions Act 25 of 2002, but many banks still require wet-ink signatures for FICA purposes. Certify the resolution as a true copy — typically by a director (stating "I certify that this is a true copy of the resolution duly passed by the board of directors of [company name] on [date]"), the company secretary, or a commissioner of oaths (depending on the receiving institution's requirements). For documents submitted to government departments or used overseas, apostille or legalisation may be required.
Submit the resolution with supporting documents
Submit the certified resolution to the receiving institution together with all required supporting documents as a complete package: certified IDs or passports for all signatories and directors, proof of residential address for each, the CIPC registration certificate, the MOI (or certified extract), the most recent annual return confirmation, the company's tax clearance certificate or registration, and for complex ownership structures, a beneficial ownership declaration and group structure diagram. Retain the original signed resolution in the company's minute book for the seven-year retention period under Section 24(3)(b) of the Companies Act — and keep the FICA supporting documents on file to respond to any bank verification queries or periodic FICA reviews. Set a calendar reminder to update the resolution whenever directors, signatories, or authority structures change.
Manage FICA compliance for ongoing banking relationships
FICA customer due diligence is not a once-off obligation — banks conduct periodic reviews of their business clients and may request updated documentation at any time. When directors change, signatories leave, the registered address moves, or the ownership structure is modified, update the bank with a new certified company resolution and supporting documents within a reasonable time (typically 30 business days). Failure to keep the bank's records current can result in accounts being frozen pending FICA re-verification, loan applications being declined, and in extreme cases, account termination. Under Section 21B of the FIC Act, banks must maintain current information on beneficial owners (persons holding more than 25% ownership or effective control) — update beneficial ownership information whenever shares are transferred or new investors come on board. Retain copies of all bank correspondence for the five-year FICA retention period.
Review the resolution portfolio annually
Conduct an annual review of all the company resolutions that remain in force — banking mandates at each bank, SARS representative appointments, supplier registrations (CSD, private sector vendor portals), powers of attorney, and specific transaction authorities. Identify any outdated authorisations (departed employees, resigned directors, expired contracts) and supersede them with new resolutions. Confirm that the authorised signatories still match the current directors and officers of the company on the CIPC register. Verify that the FICA supporting documentation on file with banks and other institutions remains valid — ID documents must be reverified if signatories change, and proof of address must be refreshed periodically. A structured annual review prevents the accumulation of stale resolutions that can cause disputes, audit findings, or regulatory compliance issues.
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.
This company resolution page answers
- company resolution to open bank account
- FICA compliant company resolution
- directors resolution bank account South Africa
- SARS public officer resolution
- company resolution format South Africa
- bank account signatory resolution
- certified true copy resolution
- Tax Administration Act Section 246 representative
- Section 180 public officer liability
- Section 73 board resolution quorum
Terms used in this Company Resolution
Definitions, statutory basis, and cross-links to every template that uses each term.
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