Signatures in board resolution

There is no need of all director signature, convey the board meeting by rest of two director and third director is not necessary to present as the quorum is 1/3 for the meeting.

any of the two present director will be elected as chairman of the meeting and he will also sign the resolution for bank account opening.

as far as resolution on letter head is concern you may set a format and of letter head and can be printed on normal a4 size paper.

Regards

Vinay

Agreed with Vinay. Just wanted to add one thing. Kindly clarify the format of Board Resolution with the Bank. Generally, the Banks have their specified formats. Also, they might be requiring signatures of all the directors as specimen signatures on the Account Opening Form not the Board Reolution. Get clarifications accordingly.

specimen signatures are reuired only of those persons who are going to oprate the account like Director or General Manager or company Secretary etc, if the third director is not going to oprate the account there is no need of signature of that director.

Regards

vinay

Thanks Shruti and Vinay ...

Few more questions 

Presence of only 2 directors is okay even for the Annual General Meeting ?  Are there any issues if the 3rd director doesn't attend any of the company meeting even if he is major share holder (90%) of the company ? Do we have to pass any board resolution mentioning the same  saying that he is away on leave etc etc ?

Since we haven't opened any company bank account yet directors haven't transferred any money for the shares they agreed for in MoA (So can we say company is carrying that money Cash in hand ?) . Also, we haven't issued any share certificate.  Can we issue the share certificate to each of the director now and can they transfer the money once the company bank account is opened (in a months time) ? What's the procedure to issue share certificate ? Who issues the share certificate ?

Do we have to do any quartely filing or it's always annual filing with ROC and IT department ? Since company (registered in Oct 2010) already passed through one financial year without a bank account... is that a big issue ?

Thanks,
Divya

in the AGM presence of shareholder is required so if rest two director are also shareholder then you can convey AGM or if shareholders are different from director then they should be present. it is not necessary for the shareholder who is holding 90% to present in the AGM. you have to wrire in the minutes of meeting  of Board that LEAVE OF ABSENCE WAS GRANTED TO Mr.A.

Share certificate will be issued under signature of two directors (one of them should be MD if any) as u are not having the bank account, so u should treat the money as cash in hand and when your account got opened u may transfer that money in that account., as it is your internal practice u may show it from back date. return of allotement in E Form-2 is filed to ROC but usually for the first allotement companies does not file this but for better compliance it must be filed.

there is no quaterly return for RoC u have to hold AGM in 18 months of incorporation of company to adopt the audited accounts and then accounts will be filed in 23AC and 23 ACA (with in 30 days of AGM) and annual return (with in 60Days of AGM) will be filed in 20B. as far as IT is concerned i do not think u are having any tds or vat compliance if those compliance is not in your company than u have to file IT return before 31st Oct 2011.

read last line 31st Sep 2011 instead of 31st Oct 2011.

Thanks Vinay. It was very helpful.

also, I read somewhere in this forum that share certificate has to be issued in 3 months time of incorporation date ... since we haven't till now... will that be an issue ?

For cash in hand money, it's still in directors personal  bank account so is it okay if we just transfer it online from directors bank to companys bank account once it's opened ? Do we have to do anything else ? Is it better practice to deposit it via cheque instead of online or cash ?

Also, for AGM ... we are showing it to have happened in Punjab but company is actually situated in Haryana. Is it acceptable ? I read somewhere that AGM has to be in city where company is registred.

Thanks,

Divya

Hello Divya,

Hope following points will resolve ur queries:

1) Attached is the file which will explain u the completer procedure related to Share Certificates.

2) It is advisable that first trasaction related to Cash transfer should be done by means of chq. Hence you are advise to transfer the money form directors personal account to co. acccount by chq as early as possible.

3) yes u have read correctly AGM must be held somewhere  in city where company is registred.

regards

vaibhav sisodiya

Originally posted by : vinay
	read last line 31st Sep 2011 instead of 31st Oct 2011.

31 SEPT????

Can a Director sign the Board Resolutiopn for opening a bank account, which is in his favour, or in which he is authorized to maintian such account. please advice ??

how many directors can sign in a board resolution