Board Resolution Format for Adoption of New Common Seal

Under the erstwhile Companies Act, 1956, the companies were compulsorily required to have their common seal for various authorisation purposes as prescribed under the Act.

However, under the new Companies Act, 2013, the companies are not required to have their common seal mandatorily. Though they still can have their own common seal if they wish to have one for authorisation purposes and if their Articles allows it.

Board resolution has to be passed in the board of directors meeting for adoption of common seal.

Templates of such board resolutions are as follows—

SAMPLE #1

#. To adopt the common seal of the company

“RESOLVED THAT the design of the Common Seal as submitted to the Board in this meeting be and is hereby approved, and that an impression of the Seal be affixed on the margin of the minutes of this meeting and hereby be 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 MD / CS), (Designation).”

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SAMPLE #2

#. Approval of Common Seal of the Company

The design and impression of the Common Seal was placed before the Board during the meeting. The Seal was approved and the Board passed the following resolution unanimously.

Upon motion duly made and seconded, it was:

“RESOLVED THAT the common seal which was submitted to this meeting be and is hereby approved and adopted as the Common Seal of the company and that for the purpose of identification, an impression thereof be affixed in the margin of the minutes book.

FURTHER RESOLVED THAT the Seal be kept in the safe custody of (Name of the Official, Designation), and that a Seal Register be maintained in which all the details of the Documents sealed be entered.”

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SAMPLE #3

# To approve and adopt the Common Seal of the Company

“RESOLVED that the Common Seal of the Company, as per impression affixed in the margin of the Minutes, initialed by the Chairperson for the purpose of identification and produced at this meeting be and is hereby approved and adopted as the Common Seal of the company.

FURTHER RESOLVED that the Common Seal be affixed on any document(s) and instrument(s) only on an authority given by the Board in its meeting or of its committee's, in accordance with Article ... of Articles of Association of the company.

FURTHER RESOLVED that (Name of the Official, Designation) be and is hereby authorised for the safe custody of the Seal and to make entries in the Register of Common Seal in which all the details of such Documents and Instruments sealed be entered.”



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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.