Playbook: Change the bank signatories / mandate

When you meet it

A director or authorised signatory leaves, a new finance person needs signing authority, the company wants to change its approval limits (e.g. dual signatories above a threshold), or a director resignation / appointment has knock-on effects on who can operate the accounts. Any change to who can bind the company at the bank is a mandate change.

This often rides alongside a director resignation or appointment — if the person leaving was a bank signatory, the mandate has to be updated too, or the company can be left unable to operate its accounts.

Legal basis

There is no dedicated Companies Act section for a bank mandate — the authority is internal, and the bank overlays its own rules. The one provision in play comes from CorpSec AI's verified citation table; this is general information, not legal advice.

• The resolution's authority: a directors' resolution authorising the mandate change and the new signatories derives its authority from the constitution (Model Constitution regulation 71 by default) — a resolution in writing signed by all directors is as valid as one passed at a duly convened meeting. There is no Companies Act section that governs the bank mandate itself. [Verified for the constitution point]
• No ACRA filing: a mandate change is not an event-driven ACRA filing. Do not treat it like a director/secretary/address change — nothing is lodged with ACRA and there is no 14-day statutory deadline.
• Bank KYC: the bank runs its own customer due diligence on new signatories and controllers under its AML/CFT obligations. That is the bank's process, separate from the CSP's own CDD on the client.

Before you start — prerequisites, materials & parties

• Prerequisites: the client's CDD is passed (the hard gate for drafting); the current mandate and signatory list from the bank; and the bank's own mandate-change form or template (each bank differs).
• Materials: the identity documents the bank needs for each new signatory, the desired signing rules (single vs joint, approval limits), and the board resolution wording the bank will accept.
• Parties: the directors (who pass the resolution), the incoming and outgoing signatories, and the bank's relationship / onboarding team who process the change and run KYC.

The standard steps (offline / compliance standpoint)

• Get the bank's current mandate and its change form — the resolution usually has to match the bank's prescribed wording.
• Pass a board resolution authorising the new signatories and signing rules (in writing under the constitution, or at a meeting).
• Complete the bank's KYC on each new signatory / controller.
• Submit the signed resolution and the bank's form to the bank, and wait for the bank to activate the new mandate.
• Update your internal record of who is authorised on the account. No ACRA filing is required.

Common pitfalls & edge cases

• Treating it as an ACRA filing. The most common conceptual error. A mandate change is not lodged with ACRA and has no 14-day deadline — it is between the company and the bank. Do not create a filing step expecting BizFile.
• The last/only signatory leaves. If the departing person is the sole bank signatory, the company can be locked out of its own accounts. Appoint the replacement signatory before removing the outgoing one, mirroring the resident-director trap in a resignation.
• Director who is also the only signer. When a resigning director is also the only bank signatory, sequence the bank mandate change together with the resignation so operations are not interrupted.
• Resolution wording the bank rejects. Banks often insist on their own template wording. A generically drafted resolution may be bounced — draft to the bank's form, and confirm the bank accepts it before circulating for signature.
• Joint-signature rules overlooked. Changing a signatory can inadvertently break a "any two directors" rule if the pool shrinks below two. Check the signing rules still work after the change.
• Bank KYC delays. The bank's own KYC on new signatories can take time and is outside your control. Do not promise the client the mandate is live until the bank confirms activation.

Timing & sequence

• Get the bank's form → pass the resolution to the bank's wording → complete bank KYC on new signatories → submit to the bank → bank activates the mandate → update your internal record.
• There is no statutory deadline and no ACRA lodgement. The only real timing constraint is the bank's processing and KYC turnaround.
• If tied to a director change, sequence so the incoming signatory is authorised before the outgoing one is removed.

In CorpSec AI

1. Create the taskOpen + New task, choose the company, and pick the bank-mandate / resolution task type. Name the incoming and outgoing signatories and the desired signing rules.
2. Draft the board resolutionThe AI drafts the resolution authorising the new signatories and mandate in the Document tab. Adjust it to match the bank's required wording by selecting text and commenting.
3. Four-eyes approvalThe resolution routes to a different, suitably senior colleague for approval before signatures go out.
4. Collect signaturesThe Signing tab creates a signing link per director. Once signed, submit the resolution and the bank's own form to the bank.
5. Record it (no ACRA filing)Record the mandate change against the company. There is no ACRA filing step — this is a banking matter. The history sits in the Activity log.