North America Account Opening Guide

Transcription

1 Global Treasury SERVICEs North America Account Opening Guide Taking your opportunity further. That s return on relationship.

2 Table of Contents Introduction... 2 The regulatory environment... 3 Account opening documentation Account opening process... 6 Frequently asked questions... 9 Introduction The regulatory environment This document provides guidance on opening accounts and completing documentation for your banking solutions in the North America region. This guide describes account opening procedures, defines roles and responsibilities, and describes regulatory and documentary requirements for selected jurisdictions to assist clients throughout the process. Safeguarding your interests Anti-Money Laundering (AML) laws and regulations in all jurisdictions are designed to protect all participants within the financial system, including you, from financial and reputational loss, while supporting society s broader interests by identifying and preventing potential criminal and terrorist activities. We take our AML responsibilities very seriously. When first establishing a relationship, we require more documentation than just our account opening forms. Among other requirements, we must verify the corporate identity of the client, as well as the personal identity of major shareholders and authorized signatories. The final documentation required may vary depending on such things as country of incorporation, type of entity and ownership. Your implementation begins with an account Your bank account acts as the conduit for all the other elements of the proposed solution. Payments and receipts flow through the account. Liquidity is consolidated through and into accounts. Billing is calculated at the account level. The account is central to everything we do; therefore, it is important to get it right. It is also one of the reasons account opening is subject to significant scrutiny by regulators and the bank. Documentation with assistance You are not alone. Whenever you have bank documentation to complete, a designated Fulfillment Advisor will source relevant requirements. For accounts opened within any of our platforms, we will complete on your behalf as much of it as we can, and guide you through the elements that require your input. We manage the documentation process to dramatically reduce the time it takes to become operational. Compliance with all legislations and regulations, while providing the simplest and most efficient client experience, is our priority. Know your Customer Regulators require us to be entirely satisfied with our understanding of our clients identities, beneficial ownership, management structures and usual transaction flows. This process, called Know Your Customer (KYC), allows us to assist you with fraud prevention, and enables us to better understand, and more effectively meet your needs. The KYC process is required of all banks when entering a new relationship and periodically once the relationship is established. Navigating the regulations A designated Fulfillment Advisor will identify and assemble the documentation required according to the many variables. The Advisor will, therefore, need to develop a complete understanding of your circumstances, including corporate structure, ownership and domicile. The Advisor will then have the details needed to determine the appropriate documentation requirements and define a schedule of any documentary evidence to support the account opening. 2 Global Treasury Services North America Account Opening Guide Global Treasury Services North America Account Opening Guide 3

3 Account opening documentation There are certain documents that will always be required when opening an account with Bank of America Merrill Lynch, which are explained below: Account opening in Canada Account Opening Agreement The International Account Agreement (IAA), or other account opening agreement, forms the terms and conditions governing your Bank of America Merrill Lynch accounts in the region. The agreement will be prefilled on your behalf by our Implementation Team with as much information as we have gathered during discussions with you. The document is sent electronically. Corporate Identity Evidence of authority of signatories to complete Account Opening Agreements This will be in the form of Board Resolutions, Powers of Attorney or extracts from Trade Registers, depending on the country of incorporation of the legal entity. Specimen Signature Document This list of authorized signatories on each account is used for checks and manual payments in contingency scenarios. Depending on the domicile of the account and ownership of the company, we may need to verify the identity of signatories. In line with AML requirements, we will requeadditional documentation as follows: Constitutional Documentation Article of Incorporation/Certificate of Incorporation Article of Organization Article of Association Evidence of your registered office and business address Information relating to your shareholders and management In certain circumstances, we will need to identify major beneficial owners, shareholders and directors or managers, with documentary evidence. This will vary according to the ownership structure and domicile of the account. Limited Liability Company Operating Agreement Partnership or General Partnership Agreement Bylaws Certificate of Registration Account opening in the United States Standard Bank Documentation Deposit Account Signature Card The Signature Card provides authorization to open a bank account. This forms the terms and conditions governing your Bank of America Merrill Lynch account(s) in the U.S. region. The Signature Card is completed on your behalf by our Client Team with as much information as we have gathered during discussions with you. Other similar documents relating to the constitution of the legal entity Banking Resolution and Incumbency This provides the title(s) of individuals authorized to open, maintain and close bank account(s), and includes the Incumbency Certificate which tells who the incumbent (person) is and what his or her sample signature looks like. W-8 Form Certificate of Foreign Status, if applicable. This is an IRS Form. Addition of Accounts This form may be used to add new, additional accounts to existing Deposit Account documentation with the same designated account signers, legal entity and tax ID number. 4 Global Treasury Services North America Account Opening Guide Global Treasury Services North America Account Opening Guide 5

4 Our Clients Start by contacting your bank representative to discuss your requirements and request an account opening. Bank of America Merrill Lynch Your bank representative will engage our Fullfillment/Client Team to gather information about your specific circumstances. KYC and AML approval processes are integrated with the on-boarding process and executed simultaneously to reduce the cycle time and increase efficiency. Upon receipt of all required supporting documentation, KYC and AML requirements will be completed. The Fulfillment/Client Team will send our standard legal documents: Signature Card, Banking Resolution and Incumbency, and a list of any additional documentation that may be required for special account types. The Fulfillment/Client Team will retrieve current, valid and in-date documents we have on file, as well as any public documents, if possible. Account opening process This diagram depicts a typical account opening process for a brand new relationship with Bank of America Merrill Lynch and strategic Provider Banks. Timelines depend on full cooperation between all parties. Once a relationship has been established, additional accounts for the same legal entity, and with the same signatories, can be opened within one to two working days upon completion of an Addition of Accounts Form. Review and complete all documentation requirements. The timing of this step is largely dependent on you; however, the Fulfillment/ Client Advisor will guide you through this step to accelerate the process. When you have completed all the required documentation, simply return them to the Fulfillment/Client Team. NOTE: Any amendments or missing information will need additional correspondence time. The Fulfillment/Client Team submits the new account request to be processed. The new account request is received and all legal documentation is verified for accuracy and completion. The requested deposit account is opened, and confirmation is sent to the Fulfillment/Client Team providing the account number. If applicable, supplies are also ordered and analysis setup is completed. You can begin using the account. 6 Global Treasury Services North America Account Opening Guide Global Treasury Services North America Account Opening Guide 7

5 Frequently asked questions Variables Ownership Ownership determines the extent to which we have to verify the identity of shareholders and managers. Ownership may be a matter of public record for companies listed on certain Stock Exchanges; therefore, some documentation may not be required in certain circumstances. Authority of Company Representatives Authority determines the extent to which we have to ascertain whether or not the signatories are authorized by the company to open accounts in the company s name and execute any contracts or other documents with the bank. Country of incorporation This mainly impacts the types and amount of constitutional documents required to verify the corporate identity, and what evidence is required to verify the authority of those who sign the Account Opening Agreements. Domicile of account(s) This affects matters relating to local regulations. AML requirements are often affected by the domicile of account. Certain jurisdictions also require declarations in relation to tax status. What are the International Account Agreement/ Account Opening Agreements? The International Account Agreement (IAA) and other Deposit Account Agreements are legally binding agreements between the bank and its clients. The IAA and other Account Opening Agreements act as an offer by the bank to open an account. The client s signature on the IAA or Account Opening Agreements represents the client s acceptance of the bank s offer and is signed by an authorized representative of the client. It also provides important information required for the bank to open the account, such as the registered name of the company, the registered address and the ownership structure. Also included in the IAA and other Deposit Account Agreements are the general terms and conditions, or considerations, agreed between the bank and its client that govern the operation of the account, and any local terms and conditions that apply for the country or countries where the account(s) are domiciled. Some Account Opening Agreements may list the terms and conditions separately. What is the Specimen Signature Document? A Specimen Signature Document is required for all those authorized to sign checks and manual payment instructions within an organization. It specifies who has signing authority on an account and provides sample signatures for verification purposes. The Specimen Signature Document does not state who is authorized to open or close bank accounts. What is the Signature Card? The Signature Card and Deposit Account Agreements are legally binding agreements governing the terms and conditions, or considerations, agreed between the bank and its client that govern the operation of the account, and any local terms and conditions that apply for the state where the account(s) are domiciled. The client s signature on the Signature Card represents the client s acceptance of the terms and conditions and is signed by an authorized representative of the client. It also provides important information required for the bank to open the account, such as the registered name of the company, the registered address and the ownership structure. The Signature Card also specifies the Designated Account Signer(s) with the authority to operate, sign checks and close the account. It provides sample signatures for verification purposes. The Designated Account Signers do not have the authority to open accounts or add/delete signers on the account. They can be limited to check-signing authority only. Why do I have to provide identification documents such as copies of passports? Passports are a form of identification widely used across the banking industry. AML laws and regulations require that banks identify and verify the identities of beneficial owners and senior managers and, in some cases, signatories. What is a Board Resolution? A Board Resolution is a written document that records a decision or action made by the Board of Directors during a board meeting. This is evidence of the Directors decision to authorize individuals to act on behalf of the company, and provides detailed instructions concerning operations of the accounts. This resolution constitutes the company s mandate to the bank. It provides the titles of the individuals authorized to open, close and perform maintenance. This document is also known as the Corporate Banking Resolution, and may include the Incumbency Certificate, which discloses the name and title/ position of the incumbent and provides a signature specimen for verification purposes. What is legalization/notarization/apostille? This is a process whereby a document is notarized by a notary public, and usually legalized by an embassy or consulate official so that it will carry legal force in the country where the account is to be opened. Apostille means certification, and is commonly referenced to the legalization of a document for international use under terms of the 1961 Hague Convention abolishing the requirement of legalization for foreign public documents. Documents that have been notarized and then certified with a conformant apostille are accepted by all nations that have signed the Hague Convention. In short, it is the official confirmation that a signature, seal or stamp on a public document is genuine. 8 Global Treasury Services North America Account Opening Guide

6 Bank of America Merrill Lynch is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation ( Investment Banking Affiliates ), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed Bank of America Corporation AD-AA-0361ED