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Who can sign Certified True Copy of Board Resolutions of a Company?

In the meeting of Board of Directors of a Company, whether public or private limited, the Directors consider different items of agendas and pass the resolutions accordingly.

The Senior Management (i.e. Managing Director, Whole-time Directors, Chief Executives, Company Secretary, etc) acts on the basis of such board resolutions, wherever necessary.

Sometimes, the copies of one or more of such board resolutions, has to be provided to third parties (viz. banker, etc) as a proof that the resolutions were really passed in the board meetings and to check the contents of the resolutions properly to act on it.

Who can sign certified true copy of board resolution?

There is no rule under the Companies Act or anywhere else under other laws, as to who is an appropriate authority to sign certified copy of board resolutions.

True copies of board resolutions are generally accepted by other organisation, if it is signed either by the Managing Director or by any two Directors jointly or by the Company Secretary of the Company.

It is the general practice that the Board of Directors in their meeting itself, while passing such resolutions, authorise any Director / Employee / Officer of the company to sign and issue the certified true copy of board resolutions.

Generally, the following addition resolution is added to the main resolution in this regard:

"RESOLVED THAT Mr./Ms. ........................, (Designation) be and is hereby authorised to sign and issue a certified true copy of this resolution to the (name of the organisation)."

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