Board Resolution Format for Adoption of Common Seal

A company may or may not have its official common seal. It has been made optional under the Companies Act, 2013 by an amendment thereto.

Generally, the company who wants to have its own common seal adopts the same in its first board meeting immediately after the incorporation of the company. In case the company adopts the common seal at a later point of time, a resolution has to be passed in the meeting of the board of directors in this regard.

Here are the templates of board resolution for adoption of common seal. Modify it as per your requirement.

SAMPLE #1

#. Adoption of the Common Seal of the Company

A Common Seal engraved with the name of the company was placed before the meeting.

The Board concurred with the design of the common seal and approved the same.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT the Common Seal as submitted to this meeting, an impression of which be affixed in the margin of the minutes and be initialed by the chairman, be and is approved and adopted as the Common Seal of the company.”

“RESOLVED FURTHER THAT the Common Seal together with the Blocks and engravings be kept under the safe custody of (Name of the Officer), (Designation) or in the absence of whose, be handed over to (Name of the Officer), (Designation) for the safe custody of the same.”

SAMPLE #2

#. Adoption of the New Common Seal of the Company

(In case of change of name of the company)

The Board was informed that due to the change of name of the company, it was necessary to adopt a new Common Seal engraved with the new name of the company. A design of the common seal was placed before the Board in the meeting.

The Board was satisfied with the design and approved the same.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT the old Common Seal of the company be cancelled and destroyed.

RESOLVED FURTHER THAT the new Common Seal as submitted to this meeting, an impression of which be affixed in the margin of the minutes and be initialed by the chairman, be and is approved and adopted as the Common Seal of the company.

RESOLVED FURTHER THAT the Common Seal together with the Blocks and engravings be kept under the safe custody of (Name of the Officer), (Designation) or in the absence of whose, be handed over to (Name of the Officer), (Designation) for the safe custody of the same.”