The Certificate of Corporate Authority is a fundamental corporate governance document used in Indian business operations to formally establish and communicate the authority of specific individuals to represent and act on behalf of a company. This document becomes necessary when companies need to demonstrate the legitimacy of their representatives' actions to external parties, particularly in significant business transactions, banking operations, property dealings, or legal proceedings. The certificate draws its legal basis from the Companies Act, 2013, and typically follows board approval through a resolution. It serves as crucial evidence of corporate authorization and is often requested by banks, government authorities, business partners, and other stakeholders to verify the authenticity of corporate representatives' powers. The document must comply with Indian corporate law requirements and may need additional authentication depending on its intended use, such as for international transactions or regulatory submissions.
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1. Company Identification: Full legal name of the company, CIN, registered office address, and incorporation details
2. Board Resolution Reference: Reference to the specific board resolution(s) granting the authority, including date and meeting details
3. Authorized Representatives: Details of the individuals authorized to act on behalf of the company, including their names, designations, and specimen signatures
4. Scope of Authority: Specific powers and limitations of authority being certified, including transaction types and monetary limits if applicable
5. Declaration of Validity: Statement confirming that the authority has been properly granted according to company's articles and applicable laws
6. Certificate Issuance Details: Date of issuance, validity period, and certificate reference number
7. Authentication: Company seal, authorized signatory details, and witness signatures if required
1. Foreign Entity Certification: Additional certifications required when the document is to be used for international transactions or foreign entities
2. Specific Transaction Details: When the certificate is being issued for a specific transaction or project, include relevant details
3. Regulatory Compliance Statement: For regulated industries or listed companies, include statements about compliance with specific regulations
4. Digital Signature Section: When the certificate is being issued electronically, include digital signature specifications and compliance
5. Corporate Group Authority: When authority extends to dealing with subsidiary or group companies, include specific provisions
1. Board Resolution Extract: Certified extract of the relevant board resolution(s) granting the authority
2. Specimen Signatures: Specimen signatures of all authorized representatives mentioned in the certificate
3. Identity Proof Documents: Copies of identity documents of authorized representatives
4. Company Documents: Relevant excerpts from Articles of Association, Memorandum, or other corporate documents supporting the authority
5. Specific Powers Matrix: Detailed matrix of specific powers granted, including any monetary or operational limits
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