How many directors need to sign the Resolution

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Abhay salunkhe

86 Points Posted on 17 March 2023

How many directors are required to sign the resolution.

In my company case i have 4 directors for my company 2 gave their resolution, so now how many directors need to sign the resolution. Is it ok if only one director signs the resolution

Replies (5)

Quick Summary

Resolution signing depends on Companies Act 2013 and Articles of Association (AOA). Generally, a Board resolution is valid when passed in a meeting by majority directors present, not necessarily all. If AOA is silent, even one director signing may be acceptable for certification, but it is safer that at least majority or authorised signatories sign. Prefer following AOA or board-authorised signing practice.

CA Shubham Gupta

CA Job

504 Points Posted on 17 March 2023

minimum 2 directors, It must be signed by two directors with the rubber seal/stamp of the company with a quorum at a Board Meeting

Chirag

Professional

1149 Points Posted on 17 March 2023

If Chairman Is Authorised Then He Can Alone Sign The CTC of Resolution,or otherwise as per the manner prescribed in AOA...

kalpana mishra

22 Points Posted on 18 March 2023

There is no written rule for this if not provided in AOA, any one director can sign, managing director is preferred.. however it is advisable to include the name of person who is entrusted sign the resolution if adopted by the board

CA Rakesh Ishi

Working at Private Company

7751 Points Posted on 20 March 2023

The signing of resolutions for a company is governed by the Companies Act, 2013 and the articles of association of the company.

According to Section 175 of the Companies Act, 2013, every resolution of the Board of Directors of a company shall be passed by a majority of the directors present at a meeting of the Board. However, the articles of association of the company may require a higher majority or quorum for passing a resolution.

In your case, if the articles of association do not specify any requirement for the number of directors who need to sign a resolution, then it is recommended to have all the directors sign the resolution to ensure that it is valid and legally binding.

If only two out of the four directors have given their resolution, it means that the other two directors have not given their consent or approval on the matter. It is important to obtain the approval of all the directors or a majority of them, as per the articles of association, for the resolution to be valid.

Therefore, it is not advisable for only one director to sign the resolution, as it may not comply with the legal requirements and may also raise questions about the validity of the resolution in case of any disputes or legal proceedings in the future.

Aashok Kumar Sharma

Finance/Compliance Consultant

75642 Points Posted on 06 November 2026

Two different things are often confused:

• Passing a resolution: a Board resolution is passed at a meeting with quorum (Sec 174: one-third of directors or 2, whichever is higher), or by circulation (Sec 175: approval by a majority of directors entitled to vote). The resolution itself isn't "signed" by directors. The minutes are signed by the chairman (Sec 118, SS-1).

• Certified true copy (CTC) for a bank or authority: one director, the company secretary, or any person authorised by the Board can certify it. Two signatures are needed only if the Articles or the counterparty (e.g. the bank's format) require it.

• Circular resolution: with 4 directors, approval from 3 (majority of those entitled to vote, excluding interested directors) is required. 2 out of 4 is not a majority. Note it at the next Board meeting.

• A company seal is optional since the 2015 amendment (Sec 9). A rubber stamp has no legal requirement unless the Articles say so.