• Agent did not sign documents on behalf of the principal

I am the agent / holder of a general power of attorney. I signed several documents on behalf of the Chairman of a Private limited company on the basis of this PoA but did not mention the words "on behalf of <name of the chairman>" or "PoA holder" etc. I used my own name, how can I justify this mistake. I am now being tied up with liability related to the company.
Asked 2 months ago in Property Law from Bhopal, Madhya Pradesh
Religion: Hindu

1. There is no need to mention these words at the place of your signature though mentioning such things is advisable.

2. However at the very beginning the name of the principal on whose behalf you are signing is required to be mentioned and I am sure in all those documents it has been duly mentioned.

3. if that is so then it is perfectly alright and failure to mention it at the bottom of your signature would not cause any problem.

So relax on this count.

Devajyoti Barman
Advocate, Kolkata
15739 Answers
218 Consultations

5.0 on 5.0

See if you hold no position in company or you were not having authority to sign document then in that case you cannot be held liable for same. Even if above name of chairman you have signed then it will be valid. If condition is other then that then it can be said as to be on your personal capacity.

Shubham Jhajharia
Advocate, Ahmedabad
13121 Answers
50 Consultations

5.0 on 5.0

See since you don't hold any position and further no personal gain are taken by you also you have registered POA you have valid defence in case you are charged with any liability or offence.

Shubham Jhajharia
Advocate, Ahmedabad
13121 Answers
50 Consultations

5.0 on 5.0

Any documents signed by you have to mention that you are signing as constituted attorney of the chairman 

 

2) if you hav e signed said documents in your name you woukd be held personally liable 

 

3) you cannot take the plea that you have signed as POA when said document no where mentions that you hav e signed documents in said capacity 

Ajay Sethi
Advocate, Mumbai
58467 Answers
3534 Consultations

5.0 on 5.0

If you are authorised by the company through its board resolution and you are sending the document based on the certified copy of the board resolution in this regard then you are not responsible for the signature which is in your name but it is on behalf of the company and the directors of the company on which we have the signature has been made by you will be responsible as a principal your signature is authorised signatory by your name as authorised by the board of directors does not create any liability on you.

Vimlesh Prasad Mishra
Advocate, Lucknow
4514 Answers
11 Consultations

4.9 on 5.0

The execution of any transaction in individual capacity on behalf of the company is invalid, moreover the company has already given you a POA deed, therefore if there was no objection to the transactions made till date, then it can be deemed that you have signed on behalf of the chairman in the capacity of Power of attorney agent only.

Until called for you may not rush to make any rectification in this regard.

T Kalaiselvan
Advocate, Vellore
48555 Answers
576 Consultations

5.0 on 5.0

To the subsequent query of similar nature also I repeat the same answer that was given in the previous post.

If called for by any audit team, you may go for suitable rectification.

 

T Kalaiselvan
Advocate, Vellore
48555 Answers
576 Consultations

5.0 on 5.0

Dear Client,

If you had no authority to process such documents and only MD can than it will be consider that documents executed on behalf of MD.

And for precaution, issue letter to Company, CC to MD and ROC that under the authority of POA, you have process all such documents and not in personal capacity as a director. 

Yogendra Singh Rajawat
Advocate, Jaipur
8236 Answers
7 Consultations

4.7 on 5.0

if the POA is declared by you then there is no issue all the related documents signed by you in relation with that POA will be on behalf of the company or officer for which the same is executed.

Prashant Nayak
Advocate, Mumbai
6120 Answers
5 Consultations

4.8 on 5.0

1. IT would not be classified as a "technical mistake" on your part, more so specifically since you were, at one time, the MD of the company and by not mentioning the words "constituted attorney" (while signing) on the relevant documents (irrespective of you being the POA holder), the law considers it that you have signed in the capacity of MD and not POA.

2. The above amounts & constitutes to Breach of Trust and Breach of Privily, as well as cheating & fraud, which are criminal offences. The Companies Act has no such provision for condoning off such inadvertent errors of whatever.

Keep Smiling .... Hemant Agarwal

Hemant Agarwal
Advocate, Mumbai
1530 Answers
7 Consultations

5.0 on 5.0

When your tenure of Authorised signatory, even you dont mention On behalf of your company, No need to worry. Because you are representing that company that period of time. When you sign during that period, Legally you are signing on the category of ON BEHALF OF THE COMPANY Not your personnel category.

G Suresh
Advocate, Chennai
351 Answers
1 Consultation

4.9 on 5.0

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