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Who can sign Certified True Copy of Board Resolution? Notes

In the meeting of the 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, statutory authorities, etc) as a proof that the resolutions were really passed in the board meetings and to check the contents of the resolutions properly in order to take proper action on the basis of it.

who can sign certified true copy of board resolution

There is no specific rule under the Companies Act, 2013 or anywhere else under other laws, as to who is an appropriate authority to sign a certified copy of the board resolutions.

A true copy of any board resolution or the extract of the minutes is generally considered acceptable, 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 a general practice that the Board of Directors in its meeting, while passing a resolution on any item of business, authorise any Director or Employee or Officer of the company to sign and issue the certified true copy of the board resolution.

The following additional resolution is added to the main resolution(s) for this purpose.

"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)."

or

"RESOLVED THAT a certified true copy of the foregoing resolution be issued to the appropriate authority or organisation under the signature of the Managing Director or any two Directors of the company."

Comments

  1. whether one resolution is sufficient for a public ltd company to authorise a specific designated officer to file cases or for each case separate resolution would be required because for public company its Bod can not meet on each day to authorise for numerous case specifically due to large no of cases

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    Replies
    1. One resolution should be sufficient. The resolution should clearly mention that the designated officer is authorised to file cases viz. all civil cases, criminal cases, cyber law cases, lawsuits against any individual or institution/ organisation, etc on behalf of the company and authorised to sign and submit the applications, plaints, affidavits, petitions, counter claims and any other papers/ documents. The better the clarity given in the resolution, the more the chances that court will accept it. Therefore, try to draft the resolution in detail.

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