Format of Board Resolution for Authorisation to Sign Agreement

In the course of business, a company enters into agreements with various parties, which can be another company, or a partnership firm, or a proprietorship concern, or even with an individual, etc. In order to sign and execute these agreements, a company official must have the necessary authorisation. 

Generally, the Managing Director or Whole-time Director(s) or Senior Executives are authorised to sign the agreements on behalf of the company, although any other employees can be authorised for this purpose.

Common Authorisation: Some of the Directors/Employees are assigned with a common authorisation to sign all the agreements or some type of agreements viz. commercial contracts, vendor contracts, etc. These authorisations are generally given at the time of their appointment itself and sometimes these authorisations are given during their employment through a board resolution.

Specific Authorisation: In some cases, the board of directors can also authorise any director or official of the company to sign a specific agreement with a specific party on a certain case by passing a board resolution.

The following is a template of board resolution for authorising an official to sign an agreement.


SAMPLE #1

#. Authorisation to execute an agreement with M/s. ........................

"RESOLVED THAT the consent of the Board of Directors be and is hereby given for execution of a .................. agreement, as per the draft of the agreement tabled before the meeting and initialed by the Chairman for purposes of identification, to be entered into between the Company and M/s. .................... for a period of ...years for the purpose of .......................

RESOLVED FURTHER THAT (Name), (Designation) of the company be and is hereby authorised to sign the said agreement with an authority to make any amendment or alteration to the agreement or any portion(s) thereto as may be necessary with a prior intimation of the same to this Board."

SAMPLE #2

#. Authorisation for the contract with (Name of the Party)

"RESOLVED THAT the company do enter into an agreement with (Name of the Party) for a tenure of ..... months/years for the purpose of .........(mention the work in brief).......

FURTHER RESOLVE THAT the draft of the ............... agreement, as tabled before the board in this meeting and initialed by the Chairman for the purposes of identification, be and is hereby approved.

FURTHER RESOLVE THAT (Name of the Director/Officer), (Designation) be and is hereby authorised to sign and execute the agreement on behalf of the company including any other necessary documents ancillary thereto.

FURTHER RESOLVE THAT (Name of the Director/Officer), (Designation) be and is hereby authorised to negotiate and execute any amendment(s) or alteration(s) to the agreement in consultation with the Chairman of the company."