This resolution does two things that are often confused: it names the persons who may sign for the Company, and it sets out what each of them may commit the Company to. Keep the delegation matrix in Annexure A current — a stale matrix is worse than none, because it is relied on.
Certified True Copy of a Board Resolution
Appointment of authorised signatories and delegation of authority
This resolution does two things that are often confused: it names the persons who may sign for the Company, and it sets out what each of them may commit the Company to. Keep the delegation matrix in Annexure A current — a stale matrix is worse than none, because it is relied on.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], CIN [CIN] |
| Registered office | [ADDRESS] |
| Meeting | [Meeting of the Board of Directors / Resolution passed by circulation] |
| Date, time and place | [DATE], [TIME], at [PLACE] |
| Directors present | [NAMES AND DIN] |
| Chairperson | [NAME] |
The Chairperson informed the Board that, for the efficient conduct of the business of the Company, it was necessary to authorise named persons to execute documents and to commit the Company within defined limits, and to record that authority in a form capable of being produced to banks, customers, suppliers, and government authorities. After discussion, the Board passed the following resolution:
"RESOLVED THAT the persons named in Annexure A be and are hereby appointed as authorised signatories of the Company, and be and are hereby severally authorised, subject to the limits and conditions set out against their names in that Annexure, to act for and on behalf of the Company in the matters set out below.
RESOLVED FURTHER THAT each authorised signatory be and is hereby authorised, within the limits applicable to that signatory, to:
(a)negotiate, finalise, execute and deliver, for and on behalf of the Company, agreements, contracts, purchase orders, statements of work, engagement letters, non-disclosure agreements, letters of intent, quotations, proposals and other commercial documents;
(b)execute and file applications, returns, forms, undertakings, declarations, affidavits, bonds and indemnities with any government, statutory, regulatory or judicial authority, including the Registrar of Companies, the tax authorities, the goods and services tax authorities, the customs authorities, and any labour or social security authority;
(c)sign and issue invoices, credit notes, debit notes, delivery challans, receipts and acknowledgements;
(d)sign, submit and receive correspondence, notices and communications on behalf of the Company, and to receive and acknowledge service of any notice or process;
(e)represent the Company before any authority, appear and make submissions, and appoint and instruct advocates, chartered accountants, company secretaries, cost accountants and other professionals;
(f)execute employment agreements, appointment letters, offer letters and separation documents, and to sign statutory records and returns relating to employees;
(g)apply for, hold, renew, surrender and comply with the conditions of any licence, registration, permit or approval required for the business of the Company;
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These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
A person may be authorised to execute a document without being authorised to agree to its terms. This resolution deliberately separates the two: the categories in Annexure A say what a signatory may sign, and the financial limits say how far that signatory may commit the Company. Companies that authorise signature without limits discover the gap when a mid-level manager signs a contract with an uncapped indemnity.
The list of matters requiring a further Board resolution does more work than the list of authorisations. Borrowing, encumbrances, guarantees, securities, immovable property, related party transactions, litigation and uncapped liability should never sit in a general delegation. Keep that list even if the Company is small; the cost of including it is nothing and the cost of omitting it is discovered only once.
Paragraph (vi) of the negative list exists because unlimited liability clauses and uncapped indemnities are agreed at the working level far more often than at the Board level. Where the Company routinely faces customer paper containing them, give the delegation to a named person with a fixed escalation path rather than leaving it unaddressed.
Authority that survives the departure of the person holding it is a live exposure. The automatic termination provision helps, but it does not by itself notify counterparties, banks and portals. Maintain a revocation checklist covering bank mandates, statutory portal credentials, e-invoicing and e-way bill access, digital signature certificates, and any power of attorney granted, and run it on the last working day.
Most statutory filings are made using a digital signature certificate issued in the name of an individual. That certificate is personal to the holder and cannot be transferred. Record against each signatory in Annexure A whether a certificate is held, its expiry, and who has custody of the token, and treat its return as part of the exit checklist.
The final resolution allows a counterparty to rely on a certified copy until it receives notice of revocation. That protects the counterparty, not the Company. Where a signatory has been removed, give written notice to every bank and material counterparty holding a certified copy rather than relying on the internal revocation alone.
A delegation matrix circulated once and never revised is relied on for years after it has ceased to reflect reality. Review Annexure A at least annually and on every change in the finance or leadership team, pass a fresh resolution rather than amending the annexure informally, and date every version.
The company secretary in Annexure A is authorised for statutory filings, correspondence, representation and the seal, but is given no financial limit. That separation is deliberate and should be preserved: the person who maintains the records should not also be able to commit the Company financially.
The seal is no longer mandatory, but where the articles of association require it, documents executed without it may be challenged. Check the articles before assuming the seal can be dispensed with, and if it is retained, record in the articles and in this resolution who may affix it and who must countersign.
Enter the resolution in the minute book, retain the attested Annexure A with it, and certify copies before they leave the Company. Where a counterparty asks for a board resolution in its own form, compare it to this one before signing — counterparty forms frequently confer authority far wider than intended.
Reflects Indian law current as of {{DATE OF USE}}. Have the delegation matrix reviewed against the articles of association and against the Company’s actual approval workflow before adoption.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.