Signing Officers and Banking Resolutions: Who Can Bind an Ontario Corporation?

A corporation cannot literally sign anything itself — it acts through people. Before a bank will open an account, or before a supplier will accept that a contract is properly signed, someone needs to establish who is actually authorized to act on the corporation's behalf. That authorization usually flows from the corporation's by-laws and from board resolutions, including the specific banking resolution most banks require to open a business account.

This article walks through how signing authority is set up and documented for an Ontario corporation.

Where Signing Authority Comes From

Directors manage — or supervise the management of — an Ontario corporation, but the day-to-day power to sign contracts, cheques, and other documents is normally delegated to specific people: officers or other individuals the board designates. That delegation typically comes from two sources working together:

1. The corporation's by-laws, which often set out general rules about who may sign on the corporation's behalf — for example, "any officer," or "two directors jointly."
2. Specific board resolutions, which name the individuals authorized for a particular purpose, most commonly opening and operating a bank account.

If the corporation has a unanimous shareholder agreement in place, it's worth checking that agreement too, since it can restrict or reallocate decision-making authority that would otherwise sit with the directors.

What a Banking Resolution Actually Is

A banking resolution is a board resolution, usually in the bank's own template form, that:

• Confirms the corporation wants to open — or maintain — an account at that institution.
• Names the specific individuals authorized to operate the account: sign cheques, set up online banking, authorize wire transfers.
• States any limits on that authority, for example requiring two signatures above a certain transaction size.

Banks generally will not open a business account without this resolution, because it's their protection — it shows the bank exactly who the corporation itself says is authorized, so the bank isn't left guessing.

What Banks Typically Ask For

A certificate of status is obtained from the Ontario Business Registry for a modest ministry fee — as of mid-2026, $26, though you should verify the current amount before relying on it, since government fees can change.

Setting Up Signing Authority the Right Way

1. Decide, at the board level, who should have signing authority and for what — day-to-day cheques versus major contracts versus banking specifically.
2. Reflect general signing rules in the by-laws so the framework doesn't need to be re-decided every time.
3. Pass a specific resolution whenever a new signing arrangement is needed: a new bank account, a new authorized signer, or a change in signing limits.
4. Keep every signed resolution in the minute book, and keep the register of officers current so it's clear who currently holds signing authority.
5. Update the resolution promptly when someone with signing authority leaves the corporation — an outdated authorization is a real security risk, not just a paperwork issue.

Common Mistakes That Cause Problems Later

• Letting signing authority go stale. A former director or departed employee still listed as an authorized signer on a bank account is a real exposure, not a technicality — banks don't automatically know someone has left the company.
• Relying on informal understanding instead of a resolution. "Everyone knows Sam handles the banking" is not the same as a documented resolution, and it falls apart the moment a bank, auditor, or new business partner asks for proof.
• Forgetting to update the by-laws or resolutions after a corporate restructuring. Bringing in new directors or officers, or restructuring ownership, is a natural trigger to revisit who actually holds signing authority.
• Not keeping copies of signed resolutions. If a resolution only exists as a form the bank filled out and kept, the corporation itself may not have a copy in its own minute book — worth confirming you have your own record.

Frequently asked questions