Who Can Sign a Certified True Copy
A director, Managing Director, two directors signing jointly, or the Company Secretary can certify a true copy — a director's block shows their DIN, while a Company Secretary's block shows their Membership Number and Certificate of Practice number instead, with no DIN at all.
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The four valid signatory types
Any director of the company can certify a true copy, provided they have actually checked it against the minute book — the signature block names them, their designation, and their Director Identification Number (DIN). Where the Managing Director signs, the same rule applies, just with 'Managing Director' as the designation. Some companies prefer two directors to sign jointly, particularly for higher-value resolutions like loan facilities or charge creation — in that case the certified copy shows two side-by-side signature blocks, each with its own DIN.
A Company Secretary can also certify, and for many routine authorisations — GST registration, DSC applications, general authorised-signatory resolutions — the CS signing is the more common practice. A CS is not necessarily a director, so their block shows their name, Membership Number (prefixed ACS or FCS), and, where they hold one, their Certificate of Practice number — it does not include a DIN, since that identifier is specific to directorship, not to CS registration.
Choosing the right signatory for the situation
The choice usually follows whoever the recipient's own format expects: banks often name a specific signatory in their own board resolution template, ROC filings are frequently certified by whichever director or CS is already authorised to sign statutory forms, and general commercial counterparties are typically satisfied with any director's signature. Where the company has a full-time Company Secretary, routing certification through them keeps a single, consistent signatory across all the company's certified copies — useful when multiple resolutions from the same meeting are being furnished to different parties.
This tool's signatory selector switches the entire signature block automatically between these four types — picking 'Company Secretary' drops the DIN line and adds the Membership Number and CoP fields, while picking 'Two Directors jointly' renders two side-by-side blocks each with its own DIN — so the certified copy always matches the certification actually chosen, without manual editing.
Frequently asked questions
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
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Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.