Can Board Resolutions Be Passed Outside the Registered Office? Seeking Clarity on Meeting Locations and Salary Certificates for Deceased Employees

Please confirm:

01) Is it compulsory to have a meeting in the registered office to pass a resolution, or can we hold the meeting in the head office (separate premises from the registered office) where all the directors are available?

02) We need to issue a salary certificate for a deceased employee. Is it mandatory to issue a board resolution for this purpose? The authorized person may sign the salary documents. Only the authorization certificate needs a resolution. Please correct me if I am wrong.

Dear Gaurav, as this is an HR forum, the response to your first question is outside the scope of this forum's objectives. Regarding the second question, yes, an authorized signatory can sign a salary certificate. In most cases, the Managing Director (MD) serves as the authorized signatory. In larger companies, the MD may delegate the authority to Heads of Departments (HODs) to sign certain documents.

However, in the case of issuing a salary certificate, why do you require a board resolution? Was the deceased individual the MD or a Director of the company?

Thank you,
Dinesh Divekar

Dear Gaurav ji, do you have a system of passing resolutions by the board for every minor matter? You need to first understand what a board resolution is and why it is necessary.

Understanding Board Resolutions

A company, being an artificial person, must formalize any important decision in the form of a resolution. It is a formal decision made by the directors of a company during a board meeting. In these meetings, not every matter is discussed. Only those matters that are significant to business development, strategy, policy, and statutory compliance are discussed and resolved accordingly. Decisions such as which director will sign a pay slip are not typically subjects of board resolutions.

Hope you understood what I said.

You are allowed to have board meetings anywhere in the country and it need not be at the registered office. Board meetings can even be outside the country. It's at the discretion of the board.
In fact, video conferencing is also allowed now for board meetings.
Salary certificate can be signed by any competent person in the normal course of business. The HR head, general manager, MD can sign. I don't see any need for you to have a board resolution for this

Board Meeting Location and Requirements

While I am not a company law expert, there are no restrictions imposed in the Companies Act, 2013 with respect to the time and place for the conduct of a Board Meeting. However, the Articles of Association of a company can place restrictions on the time and place for the conduct of a board meeting. Hence, kindly check the Articles of Association of your company.

The Board Meeting can be held at any suitable place in India or even outside India. As per the Act, it is important to have in place statutory registers and records during every Board Meeting to enable considered decisions. All directors must be informed about the place, time, and agenda in time regarding the meeting.

Signing Pay Slips

Signing pay slips is a routine job.

Resolutions by the Board of Directors

Resolutions are passed by the Board of Directors on company policies and important matters that require decision-making by directors, e.g., delegating authorized signatories, etc.

Issuance of a Salary Certificate

However, for the issuance of a salary certificate, an authorized signatory can issue the same if the policy permits or a separate resolution is passed towards this.

I always ensure that all financial matters are brought under proper policy and under the control of the appropriate authority assigned and delegated by the board. Hence, a resolution must be in place in this regard.