Authorised Signatory

An authorised signatory is the individual who has legal authority to bind the company in a government tender, including signing all bid documents, declarations, and undertakings, and ultimately executing the contract if the bid is successful. Every bid submitted to an Indian government e-procurement portal must be signed by the authorised signatory using a Class III Digital Signature Certificate registered in that person's name. Bids signed by persons without proper authority are invalid.

What is an Authorised Signatory in government procurement?

The concept of an authorised signatory in procurement rests on company law. For a private limited company, Directors are statutory signatories with authority to bind the company. A Director's authority derives from the Companies Act 2013 and the company's articles of association. A Director can sign bid documents without any additional instrument.

When a non-Director needs to sign, the company must execute a Power of Attorney (PoA) or issue a Board resolution specifically authorising that individual. The PoA or Board resolution must be submitted with the bid as evidence of the signatory's authority. Without this evidence, the TEC cannot confirm that the person who signed the documents had authority to do so, and the bid may be rejected.

The same principle applies to other legal forms. For a partnership firm, any partner can sign with authority, or the firm can authorise a specific person through a PoA. For a proprietary firm, only the proprietor can sign (or a person with a PoA from the proprietor). For a JV, the lead partner typically authorises a named representative through a JV-level PoA.

The DSC used for electronic bid submission must belong to the authorised signatory. A Class III DSC is personal to the individual, not to the company. If Director A is the authorised signatory but the DSC being used is in Director B's name, the submission is technically invalid. Ensuring that the DSC holder and the authorised signatory are the same person, and that this person's name and designation are consistent across all bid documents and portal registration details, is essential.

Why it matters for bidders

Authorised signatory mismatches are a common cause of bid rejection. The most frequent issues are DSC in one person's name while documents are signed by another, Board resolutions that authorise an individual who has since left the company, PoAs that are undated or have expired, and PoAs executed by a Director who is no longer on the Board.

A firm should maintain a current Board resolution identifying the authorised signatory for government procurement purposes and review it whenever the authorised person changes. The DSC should be held by and registered in the name of the current authorised signatory. When the authorised signatory changes, the DSC on all relevant portals must be updated before the next bid submission.

For large firms that submit multiple bids simultaneously across different portals, it may be practical to have two authorised signatories with separate DSCs to provide operational redundancy.

Example

A technology services company has three Directors. Director A is based in Bangalore and handles government contracts. The company passes a Board resolution identifying Director A as the authorised signatory for all government procurement bids and contracts. Director A obtains a Class III DSC in their name from eMudhra. The DSC is registered as the primary signatory on the company's CPPP, GeM, and MeitY empanelment accounts. Every government bid the company submits is signed by Director A's DSC and bears Director A's name as the authorised signatory on all declaration forms. When Director A retires, the company passes a fresh Board resolution naming Director B, who obtains a new DSC and updates registration on all portals before the next bid.