Procedure related to Directors to sign the resolution in a Private Limited Company
In a Private Limited Company – Minimum two Directors should be there.
Hence both the Directors should sign the resolution.
As per Sec.21 of Companies Act 2013, resolution can be signed by any Key Managerial Personnel (which includes a Managing Director) or an officer of the company duly authorized by the Board. Hence there is nothing illegal, if the resolution is signed by Managing Director.Provisions of the Companies Act, 2013: Section 21: Authentication of documents, proceedings and contracts. For this provision, no rules are prescribed the Companies Rules, 2013 [Section 21 is brought to force with effect from September 12, 2013.]
This section is applicable to all companies. Any document or proceedings requiring authentication by a company, may be signed by any key managerial personnel. It may also be signed by an officer of the company if so duly authorized in this behalf by the Board of Directors of a company. Similarly contracts made by or on behalf of a company shall be signed. This provision prescribes a general procedure. And, where the Act prescribes other person or manner of authentication of any document, proceedings or contracts then the same shall be followed. Where an officer of a company authenticates any document, proceedings or contract, persons dealing with the company may presume that the officer has requisite authority of the Board as an internal process of a company or indoor management of a company. To authenticate any documents, proceedings or contracts by a company, the Act does not require it to affix its common seal on it.
However, as per good corporate governance practice it is normally signed by some director other than the director in whose favor some authority is given. Also it avoids dispute that may arise among directors in future. However, if it is difficult, one can proceed with the existing resolution. One can just check restrictions, if any, on the powers of the Board as per that Company’s Articles, a copy of which can be downloaded from MCA website after payment of fee.
Hence both the Directors should sign the resolution.
As per Sec.21 of Companies Act 2013, resolution can be signed by any Key Managerial Personnel (which includes a Managing Director) or an officer of the company duly authorized by the Board. Hence there is nothing illegal, if the resolution is signed by Managing Director.Provisions of the Companies Act, 2013: Section 21: Authentication of documents, proceedings and contracts. For this provision, no rules are prescribed the Companies Rules, 2013 [Section 21 is brought to force with effect from September 12, 2013.]
This section is applicable to all companies. Any document or proceedings requiring authentication by a company, may be signed by any key managerial personnel. It may also be signed by an officer of the company if so duly authorized in this behalf by the Board of Directors of a company. Similarly contracts made by or on behalf of a company shall be signed. This provision prescribes a general procedure. And, where the Act prescribes other person or manner of authentication of any document, proceedings or contracts then the same shall be followed. Where an officer of a company authenticates any document, proceedings or contract, persons dealing with the company may presume that the officer has requisite authority of the Board as an internal process of a company or indoor management of a company. To authenticate any documents, proceedings or contracts by a company, the Act does not require it to affix its common seal on it.
However, as per good corporate governance practice it is normally signed by some director other than the director in whose favor some authority is given. Also it avoids dispute that may arise among directors in future. However, if it is difficult, one can proceed with the existing resolution. One can just check restrictions, if any, on the powers of the Board as per that Company’s Articles, a copy of which can be downloaded from MCA website after payment of fee.
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