Board Resolution format Opening of Branch Office outside India

In order to expand or diverse its business line, a company may open branch offices outside India. Or it may also open branch offices only for liaison or coordination purposes.

Do refer to the law of the country in which the branch office is to be opened in order to finalise the board resolution properly covering all aspects as may be required under the law of that country.

Just passing of resolution is not enough to go ahead and open the branches, it's only the first step towards it.

All other required laws have to be compiled, necessary permissions have to be obtained and any other necessary things are to be done before and during the setting up of the branch office outside India.

Following formats of resolutions can be referred while drafting.


SAMPLE #1

Extracts of the Board Resolution

The Board of Directors of (Name of the Company) duly formed and registered in India under Registration No. ........................... and having its registered office at (complete address details with telephone number) (the "Company") has met on ................... at ..........................., and has considered, agreed and resolved the following:

a. That the Company shall establish a branch in the (Address), (Country) under the operating name ......................................... (the "Branch").

b. That the Company guarantees all financial obligations incurred by the Branch.

c. That the Company hereby appoints Mr. / Ms. .............................. of ....................... nationality, permanent resident at (............. address ..............) and holder of passport no. ............................... as its legal representative and negotiator.

d. That the Company hereby appoints Mr. / Ms. .............................. of ....................... nationality, permanent resident at (............. address ..............) and holder of passport no. ............................... as manager of the Branch and the Company’s true and lawful attorney with full powers of authority to do and undertake all acts on the Company’s behalf including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property; the right to execute, accept, undertake and perform all contracts in the Company’s name; the right to open bank accounts in the name of the Company; the right to deposit, borrow, endorse or withdraw funds to or from any of the Company’s bank accounts or safe deposit box; the right to initiate, defend commence or settle legal actions on the Company’s behalf; and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Company’s interests relative to any foregoing unlimited power.

5. That the Company confirms that the Authorised Signatory below is empowered to sign on behalf of and bind the Company.

Signed

..............................

Authorised Signatory

Name: .............................

Title: ........................

Dated: ......................

Place: .......................

..................................................................

SAMPLE #2

We, (names of the directors), do hereby certify that we are the duly appointed directors of (name of the company), a company formed, registered and existing under the laws of (jurisdiction) of (country) (the "Company"), and that the resolution set forth herein below was duly adopted by the board of directors of the Company in their meeting held on (date) and that the said resolution has not been modified or rescinded and is now in full force and effect and is in conformity with the provisions of the bye-laws of the Company:

“RESOLVED, that the Company do register a branch office in the name and style of (Name of the branch) at (jurisdiction of city/locality), (country).

RESOLVED, that (Name of the Person), resident at (address), having Passport No. ................., is hereby appointed as the legal representative of the said branch office and authorized to execute all documents and take all necessary and appropriate actions on behalf of the Company.

RESOLVED, that (Name of the Person) is authorized to act as the manager of the Branch and the Company’s true and lawful attorney with full powers of authority to do and undertake all acts on the Company’s behalf including but not limited to the right to sell, buy, lease, mortgage, assign, rent or dispose of any real property; the right to execute, accept, undertake and perform all contracts in the Company’s name; the right to open bank accounts in the name of the Company; the right to deposit, borrow, endorse or withdraw funds to or from any of the Company’s bank accounts or safe deposit box; the right to initiate, defend commence or settle legal actions on the Company’s behalf; and the right to retain any accountant, attorney or other adviser deemed necessary to protect the Company’s interests relative to any foregoing unlimited power”

IN WITNESS WHEREOF, this resolution is duly executed by,

sign
(Name of the Director)
(Designation)

sign
(Name of the Director)
(Designation)