A company’s authorised signatory is a person officially empowered to sign documents, contracts, applications, and legal forms on behalf of the company. To designate someone as an authorised signatory, a board resolution is passed in a board meeting. This resolution becomes part of the official records of a company and is often required by banks, government departments, and regulatory bodies.
In this blog, we explain the purpose of appointing an authorised signatory, when a resolution is needed, and include a ready-to-use format.
Introduction
Businesses operate through individuals acting on their behalf, whether signing bank cheques, GST filings, MCA documents, or business contracts. To legally allow someone to perform such acts, a company must formally appoint an authorised signatory. This appointment is made by passing a board resolution at a board meeting.
Such a resolution provides legal backing and is often requested by external parties to ensure that the individual is legitimately representing the company. The appointed person may be a director, employee, manager, or even a third party, depending on the nature of the business and requirements.
When is a Board Resolution for an Authorised Signatory Needed?
A board resolution is required in many scenarios, including –
- Opening or operating a bank account
- Appointing a signatory for GST, PF, or ESI filings
- Authorising someone to sign contracts, agreements, or legal forms
- Appointing a representative for government portals like MCA, GeM, or Income Tax
- Signing tenders, invoices, or other official communications on behalf of the company
Legal Validity and Role of the Resolution
The board resolution is an official indication of the authority that the company has given to a particular person. Once the resolution is passed, it-
- Grants the person authority to act on behalf of the company within specified limits
- Provides legitimacy for dealings with banks, vendors, or government agencies
- Serves as proof in case of legal disputes
- Needs to be filed or submitted to concerned authorities (when required) along with identity proof and appointment letter
Details to Include in the Resolution
A valid board resolution for an authorised signatory should include –
- Name and designation of the person being authorised
- Specific purpose or scope of authority
- Effective date of authorisation
- Duration (if temporary or limited)
- Name of the approving directors
- Authorisation to submit or sign necessary documents on behalf of the company
Sample Board Resolution Format for Authorised Signatory – Download Online
Given below is the standard board resolution format you can adapt based on your requirement:
[On Company Letterhead]
CERTIFIED TRUE COPY OF A RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF [Company Name] AT A MEETING HELD ON [Date] AT [Registered Office Address].
BOARD RESOLUTION FOR APPOINTMENT OF AUTHORISED SIGNATORY
“RESOLVED THAT Mr./Ms. [Full Name], [Designation], be and is hereby authorised to act as the Authorised Signatory of the Company for the purpose of [brief purpose – e.g., GST compliance, bank operations, signing legal agreements, PF registration, etc.].
RESOLVED FURTHER THAT Mr./Ms. [Name] is authorised to sign and submit all forms, applications, declarations, and other documents as may be necessary from time to time, and to represent the Company before [Department/Authority – e.g., Goods and Services Tax Department / Bank / Registrar of Companies].
RESOLVED FURTHER THAT Mr./Ms. [Another Officer or Company Secretary] be and is hereby authorised to sign and deliver a certified copy of this resolution to all concerned authorities.”
For and on behalf of [Company Name]
(Signature)
Name – [Director/Managing Director/Company Secretary]
DIN – [if applicable]
Date –
Place –
Use of Format for various Departments
You can tailor this format depending on the specific requirement –
- Bank Account Operations – To allow signing cheques, authorising fund transfers, or accessing online banking.
- GST Authorised Signatory – Appointing a person to file the GST returns, respond to GST notices, and update the GST profile.
- MCA and ROC Filings – Allowing a director or CS to file e-forms and sign digital documents.
- Government Portals (GeM, PF, ESI, etc.) – To complete the registration, upload documents, or participate in tenders.
Key Things to Remember
- The person being authorised must accept the role in writing, usually through a consent letter.
- If submitting to government portals, attach KYC documents like PAN, Aadhaar, and a photograph.
- Resolutions must be printed on company letterhead, signed by authorised directors, and often accompanied by a certified true copy declaration.
- If the scope of authority is temporary (e.g., during leave of another officer), mention the start and end date clearly.
- If the authorised signatory changes in the future, pass a fresh resolution and inform the concerned authorities.
Conclusion
Passing a board resolution for an authorised signatory is a crucial legal step that allows companies to operate smoothly and maintain compliance. It ensures that external stakeholders, such as banks, regulators, or vendors, know who is officially empowered to represent the company.
Whether you are a small startup or a large corporation, keeping your documentation in order and updating resolutions as your company evolves is essential for good governance.
References
The Companies Act, 2013 (Act No. 18 of 2013)
The Companies (Management and Administration) Rules, 2014
