How many directors need to sign the Resolution

Pvt ltd 17555 views 4 replies

Abhay salunkhe

96 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 (4)

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

606 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

1979 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

2 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

8637 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.