COREDO – EU Legal & Compliance Services Expert legal consulting, financial licensing (EMI, PSP, CASP under MiCA), and AML/CFT compliance across the European Union. Headquartered in Prague, we provide seamless regulatory solutions in Germany, Poland, Lithuania, and all 27 EU member states.
Nikita Veremeev
14.03.2026 | 6 min read
Updated: 14.03.2026
I have been building COREDO since 2016 and every day I see how the quality of corporate governance affects the speed of launching a business in a new country, banks’ attitudes, and an investor’s willingness to close a deal. In practice it is resolutions, minutes, conflict of interest policies and the transparent disclosure of beneficiaries that build trust in a structure. The COREDO team has implemented hundreds of projects in the EU, the United Kingdom, Singapore and Dubai, as well as in the Czech Republic, Slovakia, Cyprus and Estonia — and in this article I have collected practical approaches, templates and nuances that are rarely mentioned in promotional brochures.
Why businesses need corporate governance
Investors and banks read governance as an X-ray of a company’s maturity. Clear corporate resolutions, correct minutes, a clear framework for signatures and authorized persons, transparent UBOs and well-tuned AML/KYC simplify Due Diligence and speed up opening a corporate bank account. COREDO’s practice shows: every formality saves weeks in communications with banks and regulators, and sometimes prevents being denied service.
Managerial discipline strengthens the bargaining position. Investor governance requirements in venture and M&A deals include a board charter, committees, D&O insurance, a related‑party transactions policy and a delegation-of-authority matrix. When these elements are prepared in advance, the deal proceeds predictably, without inflated discount factors.
minutes or resolution: when to apply
Resolutions and minutes, the basis of corporate will. Properly drafted documents meet the bank’s requirements for resolutions and also serve as the basis for the investor’s governance dossier. The COREDO team often helps integrate documents into a single system: from shareholder resolution templates (shareholder resolution) to standardized minutes of board meetings.
Qualification of resolutions: quorum, majority
Regulators and banks check whether quorum and majority have been observed, and whether the written consent format without convening an in-person meeting has been applied correctly. A decision prepared at COREDO contains a verification section: composition of the board, quorum, voting procedure, dates and references to the charter/articles of association. This reduces the risk of disputes and simplifies audits.
Board resolution to open an account
To open an account, banks often expect a separate document — a written board resolution with a clear mandate for banking operations. In such a document I recommend specifying the bank, type of account, currency restrictions (if applicable), the list of authorized persons and the rules for single/joint signatures. Having an expiry date for the mandate and a reference to the authority matrix increases the level of trust.
Sample corporate bank resolution
| Recitals | Basis of authority, references to the charter/articles of association |
| Authority to open the account | Authority for banking operations |
| List of authorized persons | Signature format (single/joint) |
| Approval of payment control policy | Reference to providing documents for KYC/AML |
Minutes and shareholders’ resolution
Minutes of a board meeting (minutes) are necessary for key corporate actions — appointment of directors, issuance of shares, changes to the authorized capital or approval of a conflict of interest policy. A shareholders’ resolution (shareholder resolution) is required for amendments to the charter, changes in capital structure, issuance of preferred shares and approval of related‑party transactions above certain thresholds.
Requirements for opening a corporate account
Account opening is a manageable process if the corporate package is prepared systematically. Our experience at COREDO has shown: a preliminary banking gap analysis reduces rework two to three times and helps choose a bank with a relevant risk appetite.
Documents for bank due diligence of corporate clients
- Incorporation documents, extract from the commercial register, notarized copies
- Certificate of incumbency and certificate of good standing
- Minutes/resolutions on account opening and appointment of authorized persons
- List of beneficiaries and directors, UBO documents (passport, address)
- Business model, description of flows, key counterparties, payment geography
- Financial statements/management accounts, tax identification numbers
- Lease agreement or documents to verify the registered address and place of business
- AML/KYC policy and description of internal controls
Bank requirements for directors’ resolutions
Bank requirements to verify the authority of directors and authorized persons include: currency of signatories according to the corporate register, absence of conflicts of interest when approving authorities, and a reference to the qualification of resolutions (quorum/majority). Sometimes the bank requests a letter from a lawyer (legal opinion) on the validity of corporate acts and compliance with local law.
Signatures and authorized persons at the bank
Banks verify signature authentication and specimen signatures for banking. Effective practice: a signature register indicating transaction limits and joint-approval rules. Changing authorized persons at the bank requires a new resolution, updated specimen signatures and, if necessary, notarization.
Notarization and apostille
International banks request notarization and an apostille for corporate documents. In some countries consular legalization will be required. A Certificate of incumbency contains information about directors/secretary/shareholders as of the current date, and a Certificate of good standing confirms that the company has fulfilled corporate obligations and is actively registered.
eIDAS and signatures in board portals
eIDAS operates in the EU, and banks increasingly accept qualified electronic signatures. The COREDO team implements board portals for electronic minutes and resolutions, which speeds up approvals and reduces the risk of errors. For cross-border operations we assess recognition of specific e-signatures by the bank and the regulator.
UBO, AML and KYC: what banks check
The quality of beneficiary disclosure determines the outlook for banking relationships. Transparent beneficial owners and disclosure (UBO), correct registration in the UBO registry and clear ownership chains strengthen trust.
Beneficial owners: transparency requirements
The instrument of nominee directors is possible, but banks and investors expect actual control and an economic rationale for the structure. I formalize the rules for working with nominee directors and agency services in the form of knowledge of the chain of control, service agreements and disclosure of all trusted persons, including powers of attorney (POA) and an authority matrix.
EU AMLD, PEP, sanctions lists, GDPR
Regulatory requirements of the EU on AML (AMLD) set the framework for client checks, including PEP screening and monitoring of sanctions lists. At the same time, the GDPR affects the processing of personal data in the KYC/AML process; it is important to record legal bases, retention periods and access policies. The solution developed at COREDO combines a risk-based approach, screening updates and instructions for handling data subject requests.
Checklist of sources of funds and wealth
- Proof of income (dividends, salary, proceeds from sale of assets)
- Contracts, certificates, bank statements
- Tax returns or tax payment certificates
- Share issuance documents when a stake is disposed of
- Shareholders’ resolution approving a loan/investment, if applicable
Enhanced Due Diligence: questions banks ask
Enhanced Due Diligence is triggered by a complex structure, high-risk geography or a crypto profile. Banks ask questions about counterparties, substance in the jurisdiction of registration, directors’ backgrounds, operational processes and control procedures. The COREDO team prepares an expanded package: a cash-flow business plan, agreements with providers and proof of physical presence.
AML checklists for PSPs/banks in Europe/Asia/CIS
- Policy for preventing money laundering and terrorist financing
- Onboarding regulations for counterparties
- Three lines of defense for compliance and the escalation procedure for alerts
- Separate SOF/SOW, transaction monitoring, sanctions checks and PEP screening with periodic updates
Governance for the investor: due diligence
An investor assesses systemic quality, not just financial metrics. Management architecture reduces the risk of operational failures and regulatory claims.
Governance checklist: committees and D&O
I recommend recording in the board charter the composition, independence, roles and meeting calendar. Audit, risk and compliance committees raise the governance score. D&O insurance demonstrates maturity and attention to directors’ fiduciary duties and the risk of personal liability.
Conflicts of interest and related-party transactions
A conflict-of-interest policy for the board of directors ranks disclosure levels and the approval procedure. Procedures for approving related‑party transactions and disclosure, as well as a mechanism for controlling connected/related‑party transactions, create predictability. Minutes vs resolution: when a detailed record with discussions is required and when a resolution is sufficient — an important distinction for internal and external audit.
Warranties, representations and disclosures
Investor requirements for corporate warranties and representations include compliance warranties, financial warranties and indemnities. I include in the corporate pack a register of contracts, a license map (payment, crypto, forex, EMI/PI), an IP register, the status of legal and regulatory matters and a compliance report.
Impact of governance on valuation and the financing round
The impact of corporate governance on investment attractiveness is measurable. Investor assessment parameters (governance scorecards) take into account board independence, ESG policies, UBO transparency and the maturity of GRC systems. Metrics and KPIs for governance effectiveness (decision approval time, compliance SLA, proportion of closed compliance incidents) increase valuation and accelerate closing.
Closing package: documents and resolutions
- Which resolutions the investor requires at closing: issuance of shares or conversion, appointment of observers/directors, approval of the ESOP, updating the charter
- List of documents for the investor at signing the term sheet – cap table, minutes/resolutions for previous rounds, certificate of incumbency, legal opinions on key jurisdictions and board charter
Requirements for substance in holdings and SPVs
Holdings and SPVs benefit from a focus on economic substance and managerial clarity. Economic and legal due diligence of holding structures helps align the expectations of banks and investors.
Substance requirements and BEPS
Economic substance and substance requirements for onshore and offshore holdings include a resident board, a local office, employees or outsourced contracts, local board meetings and real risk management. BEPS and transparency requirements increase regulators’ interest in functions, risks and assets in each jurisdiction.
Bank requirements for SPVs and payments
Bank requirements for corporate structures in international payments are related to the appointment of an SPV, the existence of corporate guarantees, beneficiary links and the transparency of cash flows. Bank service terms for an SPV imply enhanced KYC, periodic legal opinions and regular updates of corporate resolutions.
Address documents and retention of registers
Documents to verify the registered address and place of activity: lease agreement, utility bills, sublease with confirmation of the owner’s consent. Rules for storing corporate registers and retention periods are recorded in the company’s policy and synchronized with the requirements of auditors and regulators.
Confirmation of authorities in the matrix
A template for a delegation of authority matrix (delegation of authority) defines limit levels, two-factor approvals and segregation of duties. Rules for confirming authorities in cross-functional corporate groups, as well as the practice of executing powers of attorney (POA) for international payments, create a clear picture of responsibility.
GRC Automation
Technologies enhance the quality of governance without unnecessary costs. Electronic solutions for signing corporate resolutions shorten the approval cycle and reduce errors.
Registers and minutes on the blockchain
Electronic platforms for maintaining corporate registers and minutes with integration of a qualified e‑signature under eIDAS create a trusted environment. Blockchain for storing minutes and registers is a practical tool in groups with a high audit threshold, providing immutability and a transparent event log.
Compliance automation and monitoring
Corporate compliance automation tools (GRC systems) combine a risk register, resolution execution control, incident management, and an audit plan. The COREDO team implements control over resolution execution through SLA dashboards and regular compliance reviews.
COREDO cases — what worked
First case: a European technology company faced a bank refusal to provide services due to inadequate documentation. We audited the corporate pack, prepared a written resolution of the board of directors to open the account, updated the specimen signatures, and prepared a certificate of incumbency and a legal opinion for the bank. The account was opened within three weeks, and operations started under the agreed signing matrix.
Second case: a group from Asia was preparing Licensing for a virtual asset provider in the EU and was simultaneously assembling the bank pack. The COREDO team adapted the AML/KYC policy to AMLD, implemented PEP screening and sanctions monitoring, and created a SOF/SOW checklist for investors. The bank approved the service on the condition of regular EDD and the provision of minutes for risk committee meetings.
Third case: a holding structure with a parent company in Cyprus was going through an investment round with a UK fund. We prepared the investor due diligence: a governance checklist, a board charter, a conflict of interest policy and approval procedures for related‑party transactions. We also drafted sample resolutions to increase the authorized capital and to issue shares. The closing took place on schedule without additional conditions.
Fourth case: a fintech project with an operations centre in Singapore was transitioning to electronic solutions for signing corporate resolutions. The solution developed at COREDO included a board portal with eIDAS‑compliant signatures for European subsidiaries, as well as a minutes retention policy. Auditors noted a transparent and reproducible process.
Banks’ objections to the drafting of resolutions
- Lack of an explicit mandate: specify the bank, account types, limits, signatories, and signature format.
- No references to quorum/majority: add the qualification and relevant provisions of the charter.
- Mismatch with registers: synchronize the list of directors and UBO with the certificate of incumbency and the commercial register.
- Insufficient legalization: use an apostille/consular legalization as required by the bank and jurisdiction.
- Unrecognized electronic signatures: confirm the acceptability of e-signatures with the bank and obtain a legal opinion if necessary.
- Lack of focus in corporate guarantees: clearly specify the terms of corporate guarantees and liability limits.
From registration to investment
- Registration: choose a jurisdiction taking into account licenses, substance and tax transparency.
- Governance‑foundation: approve board charter, conflict of interest policy, authority matrix and minutes/resolutions format.
- Bank pre‑check: prepare a list of documents for the bank’s corporate client due diligence, draw up a written resolution for the account and specimen signatures.
- AML/KYC: document a risk‑based policy, PEP screening, sanctions screening, GDPR procedures and a SOF/SOW checklist.
- Licensing: gather regulatory policies, internal control, appoint a compliance officer, prepare legal opinions.
- Investor‑readiness: assemble a corporate pack – minutes vs resolution, cap table, certificate of good standing/incumbency, warranties and indemnities.
- GRC‑automation: implement a board portal, e‑signatures under eIDAS, monitoring of resolution execution and registers.
- Ongoing monitoring: update UBO disclosures, substance evidence, compliance reports and bank packages upon changes.
How to optimize compliance costs
- Standardize templates: shareholders’ resolutions, minutes, resolution samples for the bank – fewer external hours, greater accuracy.
- Centralize legalization: schedule apostilles and notarizations in batches.
- Choose a risk‑based approach: EDD only where it is truly required.
- Use board portals and GRC: digital trails simplify audits and reduce time.
- Plan legal opinions: agree on the format and recipients with the bank and the investor in advance.
- Invest in training: short sessions for directors on fiduciary duties reduce risks.
How to prepare minutes and resolutions?
I recommend the following outline:
- Title, date, jurisdiction, governing body
- Attendees and quorum
- Agenda and resolutions for each item
- Wording of authority for opening/operating accounts
- List of authorised persons and signature format
- References to the charter/bylaws/internal policies
- Reference to certificate of incumbency/good standing
- Signatures with attestation; for e-signatures – eIDAS qualification
- If necessary: notarisation and apostille
Compliance in M&A and reorganizations
Cross-border M&A add a layer of coordination: disclosure rules, procedures for registering amendments to the articles of association, and notifications to registering authorities in different countries. Banks sometimes initiate additional checks on counterparties in operational activities, and also ask to update KYC documents/AML when transferring large sums during closing. The COREDO team synchronizes resolutions, legal opinions and bank notifications so that payments proceed without delays.
Transparency of sanctions checks
Banks conduct periodic checks during counterparties’ routine transactions, assessing sanctions lists and geographic risk exposure. I include regular PEP screening, sanctions monitoring and limit reviews according to the authority matrix in the policies. This creates service resilience and a stable risk-profile in the eyes of the bank.
Conclusions
International business benefits from strong corporate governance and precise handling of corporate resolutions. It is the foundation on which access to banking services, licensing speed and an investor’s readiness to sign a term sheet and close a deal are built. At COREDO I have built a practice where legal design, compliance and banking processes work synchronously and predictably.
If you are planning registration in the EU, the UK, Singapore, Dubai, the Czech Republic, Slovakia, Cyprus or Estonia, start with the governance architecture, UBO disclosures and bank-oriented resolutions. The COREDO team helps you through the entire process – from the corporate package for the bank to licenses and investor closing, with a focus on risk control, time savings and process transparency. This is how a durable management infrastructure is created that scales with your business.