- https://cleartax.in/s/board-resolution-format-for-authorised-signatory
- https://www.patronaccounting.com/tools/download-format/resolution-for-authorisation-to-sign-rent-agreement
- https://forum.nls.ac.in/nlsblr-blog-post/rights-issue-under-the-amended-icdr-framework-regulatory-arbitrage-through-backdoor-entry-for-preferential-issue-of-shares/
- https://www.twotax.in/blog-details/documents-required-for-company-registration-in-india
- https://counselvise.com/templates/corporate-law/resolutions/board-resolution-renting-office-space
- https://www.yukio.in/blog/lease-agreement/
Table of Contents
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What is a Board Resolution for a Rent Agreement: Meaning, Legal Importance and When Require it
Table of Contents
What Is a Board Resolution?
A board resolution is a formal, legally binding decision made by the Board of Directors of a company during a validly convened meeting. Since a company is an artificial person in the eyes of the law, it cannot make decisions or sign papers itself. The resolution serves as the documented evidence that the company's highest governing body has discussed a specific matter, like opening a bank account, appointing an auditor, or leasing property, and has voted to approve it. It acts as the official record of corporate will. [1]
Board Resolution for Rent Agreement
A board resolution for a rent agreement is a specific type of corporate resolution used to lease property. It formally records the board's consent to lease a particular premise for business purposes. More importantly, it empowers a designated "Authorized Signatory", usually a Director or Company Secretary, to sign the rent agreement, negotiate terms, and handle the registration process on behalf of the company. Without this document, any lease signed by an individual could be considered unauthorized and legally voidable, putting the company at risk.
Board Resolution Approving Lease Agreement
When a company commits to a long-term lease, the stakes are higher. A board resolution approving a lease agreement is comprehensive, covering not just the permission to sign but also the specific terms agreed upon. It details the property address, the lease tenure (e.g., 5 years), the financial obligations like monthly rent and security deposit, and compliance with the company's Articles of Association. This resolution ensures that the lease aligns with the company's internal policies and provides the authorized person with the clear mandate needed to execute the final deed before a Sub-Registrar.
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Why a Board Resolution Is Required for Rent Agreements?
This document is not just a formality; it is a legal safeguard for both the company and the landlord. [2] [3]
- Legal Authorization: It proves that the signatory has the explicit power to bind the company to the contract.
- Regulatory Compliance: Mandatory for GST registration, ROC filings, and opening corporate bank accounts at the new address.
- Dispute Protection: In court, it serves as primary evidence that the company officially sanctioned the lease.
- Landlord Assurance: Gives the property owner confidence that the lease is a valid corporate liability, not a personal one.
Documents Usually Attached With Board Resolution
To make the resolution actionable, it is often accompanied by supporting documents. [4]
- Draft rent/lease agreement: The specific contract that the board has approved.
- Property details and title/ownership proof: Documents verifying the landlord's right to lease the space.
- Rent/lease terms sheet: A summary of commercials like rent, deposit, and escalation clauses.
- KYC of Signatory: Identity proofs of the person authorized to sign.
How to Draft a Board Resolution for a Rent/Lease Agreement?
Creating a valid board resolution for a rent agreement in Word format involves a structured corporate process. [5]
Step 1: Convene board meeting with required notice
The company must send a formal notice to all directors to convene a board meeting, in accordance with the notice period rules (usually 7 days) under the Companies Act, 2013.
Step 2: Prepare draft resolution text
A clear resolution must be drafted, stating the agenda to approve the lease of the specific property and to authorize a signatory.
Step 3: Confirm quorum
Before the meeting begins, ensure that the minimum number of directors required to make valid decisions (quorum) is present.
Step 4: Pass resolution by majority/required vote
The resolution is discussed and put to a vote. It must be passed by the required majority of the directors present.
Step 5: Record minutes of the meeting
The decision must be formally recorded in the meeting minutes within 30 days, serving as the permanent legal record.
Step 6: Authorise designated signatories to execute the agreement
The resolution must explicitly name the person (with their Director Identification Number or DIN) who will sign the lease and handle registration.
Key Components of Board Resolution for Rent/Lease
A legally sound resolution must contain specific details to be accepted by authorities.
- Title and date of the meeting: Clearly states when and where the board met.
- Quorum confirmation: Notes that the meeting was validly constituted.
- Resolution text stating approval: "RESOLVED THAT the company takes on lease..."
- Key lease details: Explicit mention of the property address, rent amount, and tenure.
- Authority to sign: Naming the specific Director/Officer authorized to execute the deed.
- Signatures: Signed by the Chairman or Company Secretary to certify it.
- Company Seal: Affixed if required by the company's articles.
Difference Between Board Resolution for Rent Agreement and Lease Agreement
While often used interchangeably, the technical difference lies in the nature of the tenancy.(6)
| Basis of Comparison | Board Resolution for Rent Agreement | Board Resolution for Lease Agreement |
|---|---|---|
| Purpose | Authorizes short-term occupancy (e.g., 11 months). | Authorizes long-term transfer of interest. |
| Legal nature | Creates a contractual license to use. | Creates a legal property interest/liability. |
| Parties involved | Licensor and Licensee. | Lessor and Lessee. |
| Applicability | Guest houses, pop-up offices, temporary usage. | Registered offices, factories, warehouses. |
Board Resolution for Renewal of Rent Agreement
When a lease expires, the authority to occupy ends. A board resolution for renewal of the rent agreement is required to legally extend this period. This resolution must explicitly reference the old lease, approve the renewal for a further specific term (e.g., another 11 months or 3 years), and sanction any revised commercial terms, like a rent hike. It serves as a fresh mandate for the authorized signatory to sign the renewal deed, ensuring continuity in business operations and statutory compliance.
How NoBroker Can Help With Rent Agreements?
Navigating corporate leasing can be complex, but NoBroker simplifies it for businesses. We provide expert assistance in drafting compliant board resolutions for rent agreement templates tailored to your needs. Whether you need a short-term rental agreement or a long-term corporate lease, our platform offers end-to-end support. We help you understand rent agreement laws in India, verify property titles, and even facilitate digital stamping and registration. With NoBroker, you can ensure your corporate documentation is accurate, legally binding, and hassle-free.
Frequently Asked Questions
Ans: It is a formal document recording the board of directors' decision to lease a property and authorizing a person to sign the agreement.
Ans: It is required whenever a company enters into a lease to prove valid corporate authorization for the transaction.
Ans: Yes, a board resolution can be amended or superseded by passing a new resolution in a subsequent board meeting.
Ans: Yes, it is legally binding on the company and serves as proof of corporate authority in courts and government offices.
Ans: The agreement may be considered unauthorized and voidable, potentially leading to legal disputes and a lack of enforceability against the company.
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