Who Should Be a Second Authorized Signer on an LLC Business Bank Account?
An authorized signer on a business bank account is someone who is legally allowed to commit or spend monies from that account. Limited liability companies are legally distinct entities from their owners. Therefore, with an LLC, the business bank account owner is the LLC. Two or more people can be authorized to access and use an LLC's bank account on its behalf.
An authorized signer is someone recognized by the company as being able to sign documents on its behalf. An LLC can grant this signature authority to one or more people for all financial and legal documents and accounts or can grant it for specific transactions or accounts. For example, an LLC’s president or managing member might be the primary signer on a business bank account and have the authority to sign loan documents, contracts and partnership agreements. However, the LLC’s chief financial officer might only be able to sign checks, loans and similar finance-related documents.
Anyone the LLC specifies in its operating agreement as being able to sign all financial and legal documents can be a second signer on a business bank account. The operating agreement may designate a co-founder, if the LLC has two members. Alternatively, if the LLC hired professional management, it may designate the top two positions in the company as signers. An accountant or financial person can qualify as an additional signer on a bank account. Essentially, the LLC can vest bank account signature authority in whoever it deems appropriate.
State laws imbue operating agreements with control over the operation and administration of an LLC. A well-written, comprehensive operating agreement therefore provides the governing rules for an LLC including membership interest representation, management format and personnel, business focus and signature authority. An LLC with multiple members can grant signing authority to specific people or specific positions in its operating agreement.
If an LLC does not operate under a formal, written operating agreement, its members must create a general written agreement or one-time agreement that specifies the name and position of the second signer on the company’s bank accounts. Alternatively, the LLC could prepare a resolution documenting and authorizing the person and her position or use the bank’s account signer resolution to designate the second signer. Whichever documentation the LLC uses, all LLC members must sign it to indicate their approval and acceptance.