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Signing of board resolution (Corporate Law)

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This query is : Resolved

( Author )
05 July 2012


My query is:-

In a private limited company, there are 2 directors, one of them is authorised to sign and file documents with any department, can the same person sign the board resolution on behalf of the board of directors??


CS Abhishek Goyal

( Expert )
05 July 2012

In my view, he cannot and should not sign the board resolution as he is the interested director.


( Author )
05 July 2012

Thanks for the reply

But my point is that he is signing on the behalf of the company, than how can he be interested? If suppose the other director signs the same, than won't he will be treated as interested too??


( Expert )
05 July 2012

Since he is a director of the company, he can certainly sign the board resoltion.So far other documents are concerned ,since he has been authorised by the board,he can also sign them.However,if it relates to operation of Bank A/c, sometimes banks insist that board resolution should be signed by a person other than the director authorised to operate the account.


( Expert )
05 July 2012

Legally, there is no bar that a director authorised to sign other documents, cannot sign the board resolution.

CS Suraj Arora

( Expert )
05 July 2012

Dear Darshan Kaur

he can Sign the resolution,Board has authorized the other directors to Sign is One thing...

Now he is giving Certify Copy of the resolution is another thing. One more thing that resolution can be signed by any Authorized Signatory of the Company meaning in that resolution the Authorized signatory is saying that it is Same Copy as resolution passed nothing else.

Suraj Arora


( Author )
05 July 2012

Thanks for the reply sirs,

In my case, Mr.X was authorised to file the documents & forms for name change of the company to the ROC and the supporting board resolution was also signed by Mr.X on behalf of the Board.

Is this o.k.?

CS Mitesh Mehta

( Expert )
06 July 2012


Mr. X can sign the Board resolution



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