Board Resolution for Authorised Signatory — Format
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF {{company_name}} HELD ON {{meeting_date}} AT {{meeting_place}}
CIN: {{cin}}
Registered Office: {{registered_office}}
APPOINTMENT OF AUTHORISED SIGNATORY
"RESOLVED THAT {{signatory_name}}, {{signatory_designation}} of the company, be and is hereby appointed as the Authorised Signatory of the company and is authorised, for and on behalf of the company, to do the following acts, deeds and things:
- to sign, verify and file applications for registration, amendment and cancellation under the Central / State Goods and Services Tax Acts, to sign and file returns, statements, refund claims, replies to notices and appeals under the said Acts, and to act as the Authorised Signatory of the company on the GST common portal;
- to operate the bank accounts of the company to the extent separately authorised by the Board, to sign instructions, confirmations and correspondence with the company's bankers, and to execute account-related documentation;
- to negotiate, finalise, sign and execute agreements, contracts, purchase orders, work orders, tenders, bids and related correspondence with customers, vendors and other counterparties in the ordinary course of business of the company;
- to sign and file forms, returns and documents with the Registrar of Companies, the Income-tax Department (including TDS/TCS statements) and other statutory authorities, in physical or electronic form, and to affix his/her digital signature thereto where required;
- to represent the company before statutory and regulatory authorities in connection with the matters aforesaid, and to appoint advocates, chartered accountants, company secretaries or other professionals for that purpose; and
- generally to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to the above.
RESOLVED FURTHER THAT all acts, deeds and things done by the said Authorised Signatory within the authority hereby conferred shall be binding on the company, and that this authority shall remain in force until revoked or modified by the Board in writing.
RESOLVED FURTHER THAT any earlier authorisation granted in respect of the matters aforesaid stands superseded to the extent inconsistent with this resolution, and that a certified copy of this resolution be furnished to such authorities, banks and parties as may be required."
- Drafting hint: strike out the limbs that are not needed — a bank or the GST portal only requires the limb relevant to it, and an over-broad authority is harder to police internally.
- Drafting hint: for a change of signatory, add a first limb expressly revoking the authority of the outgoing signatory by name and date before conferring the new authority.
Certified that the above is a true copy of the resolution passed at the meeting of the Board of Directors of the company held on {{meeting_date}}, duly recorded in the minutes book of the company, and that the same is in force as on date.
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: ____________
