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.
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.
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.
Thank you Mr. Barman and Mr. Jhajharia for your quick responses. I was the Managing director of this company previously but had resigned and it is duly registered with RoC. But since it is a family owned company, I signed documents based on the PoA and HAVE NOT MENTIONED THE NAME OF THE PRINCIPAL WHO WAS THE CHAIRMAN AND MD OF THE COMPANY AT THE TIME OF THE OFFENCES. I really need a reply on how to resolve this mistake of mine while signing the company documents- can it be proved as a technical mistake under any section on the companies act so that I am not tied with the liability of the offences of the company after my resignation.
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.
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
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.
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.
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.
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.
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.
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
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.
