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1 of the 3 directors has not signed the board resolution

Resolutions 1294 views 2 replies

Chetanya Bhalla

Cluster Manager

24 Points Joined May 2016

Dear All,

In a private ltd company, 1 of the 3 directors has not signed the board resolution and the loan agreement which they have applied with an NBFC. All the 3 directors are closely held shareholders as well. The director who has not signed as he is travelling has 60% share and the rest 2 directors have 40% share jointly. We have taken email consent from the director to authorize the other 2 directors to sign and also we have done a recorded call him accepting all the deal terms of the loan. Would this scenario be ok to go ahead.

Replies (2)

Rama chary Rachakonda

Master in Accounts & high court Advocate

9489 Points Joined December 2011

there is no need of all the directors signature. One director beeen elected as chairman. chairperson director is enough to sign

P C Agrawal

Registered independent director Past Ch

8229 Points Joined March 2007

Board resolution and loan documents are not required to be signed by all directors. Board can authorise any director to sign the documents on behalf of Board. Further, common seal if any, is required to be affixed as per provisions of the Articles. Just keep in mind that as per Sec.179(3) of Companies Act 2013 resolution for borrowing has to be passed only at a meeting of Board. It cannot be passed by circulation.