Can a company file a criminal complaint without a board resolution?

A company in Pakistan can act through properly authorised individuals when reporting an alleged criminal offence, but whether a board resolution is required depends on the nature of the complaint, company's constitutional documents, existing delegations and the procedural step involved. There is an important distinction between any person supplying information about a cognizable offence and a representative formally prosecuting or litigating in the company's name. Lack of a fresh board resolution is not necessarily an absolute bar to police receiving information.

The Companies Act, 2017 and the company's articles govern relevant internal authority. Section 154 of the Code of Criminal Procedure, 1898 deals with information concerning cognizable offences. Before making definitive assertions about standing, authority and maintainability, counsel should identify who submitted the information, who owns the affected property and the forum where the company seeks to act.

A company as a legal person

An incorporated company has separate legal personality but acts through directors, officers and agents.

The board's powers and delegation mechanisms determine who may commit the company to significant legal action.

A corporate seal, staff title or ordinary employment contract does not automatically authorise every financial or litigation decision.

Information to the police

A person who knows relevant facts may report a cognizable offence through the lawful statutory procedure.

The ability to supply information should not be confused with authority to bind a corporate complainant to undertakings or withdraw a financial claim.

Police should assess the reported facts and offence ingredients rather than reject every report solely because no resolution is attached.

Formal representation of the company

If a complaint is pursued expressly on behalf of a company, an authorised representative should ordinarily be identified and the source of authority documented.

The articles, board resolution, delegated litigation mandate or power of attorney may be relevant.

The correct form can depend on whether the case is at FIR, complaint, trial or appellate stage.

The chief executive officer

A CEO may possess general managerial authority under law and valid corporate delegation.

That authority does not always include power to settle an extraordinary dispute, grant waivers or accuse another director in the company's name without complying with governance duties.

Examine the actual role and the board's existing decisions.

A company secretary or compliance officer

A duly authorised officer may assist investigations and furnish certified records within delegated limits.

Access to corporate documents is different from an unrestricted right to bind the company financially.

A compliance officer's job title should not be treated as a universal litigation power of attorney.

Board approval where appropriate

For significant disputes, a clear board resolution can identify the subject, authorised signatories, counsel and permitted actions.

The board should follow notice, quorum, conflict and voting requirements under the Companies Act and articles.

A defective meeting minute should not be used to disguise the absence of actual approval.

A dispute between directors

Where a complaint alleges wrongdoing by another director, conflicts of interest and the composition of the approving organ become important.

The company should identify who may vote, who holds evidence and whether minority shareholders' rights are affected.

An officer should not invoke the corporation as the complainant merely to advance a personal shareholder dispute.

Police investigate offences, not corporate votes

The existence of a board resolution does not prove that an offence occurred. Conversely, a factual report from an employee may reveal criminal conduct even where board members have not met.

Investigators must examine the alleged offence and supporting material independently.

A commercial debt does not become a criminal offence simply because the board votes to prosecute.

Documents supporting authority

Keep current incorporation records, articles, board and delegation minutes, service contracts and identity details for the representative.

Preserve the original signatures and dates. A resolution signed after the complaint should not be falsely backdated.

A legal opinion should state what authority actually existed at each relevant stage.

How an FIR differs from a private complaint

An FIR may originate from information under section 154 CrPC. A private complaint before the competent court follows other procedural provisions.

The requirements for proving a case and obtaining a court order are distinct from those for reporting suspected facts.

A lawyer should identify the route before asserting that failure to attach a resolution invalidates the entire proceeding.

Company property and evidence

Where laptops, confidential customer data or funds belong to the company, records can establish the legal owner and the authorised custodian.

An individual director's possession of company property does not necessarily make the asset personally owned.

Evidence of access and control may be as important as the corporate authorisation issue.

Relevant contractual offences

A criminal complaint based on nonpayment or a breakdown in business relations still must satisfy PPC or special-law ingredients.

The company's valid internal approval cannot substitute for proof of cheating, entrusted property or unauthorised data copying.

Civil recovery and internal disciplinary processes may be the appropriate alternatives in some cases.

Ratification and later authority

A company may in relevant circumstances regularise an originally unauthorised corporate act through lawful ratification.

Whether subsequent ratification resolves a particular procedural standing objection is fact-specific and subject to law.

A later resolution cannot retrospectively create an offence or cure a filing defect that the statute makes incurable.

A supplier complaint example

A sales manager reports that an outside contractor supplied forged invoices to the company's finance department.

The manager may provide facts and evidence to police. If the company seeks to become an active corporate complainant or file related litigation, a clear authority record is prudent.

The investigation still must establish forgery or other statutory conduct.

A shareholder-conflict example

Two directors dispute the use of company bank accounts. One director independently lodges a complaint naming the company without consulting the other board members.

The lawyer must analyse the director's authority, whether corporate interests genuinely support the complaint and the factual allegation.

A board disagreement cannot by itself invalidate all independently cognizable evidence or prove wrongdoing.

Practical governance steps

Adopt a litigation authority matrix stating who may report suspected offences, engage counsel, provide records and approve settlement.

Require preservation of material and avoid public allegations before evidence is assessed.

Update delegated mandates when officers leave office or conflicts arise.

Opinion and recommended course

A new board resolution is not an automatic legal prerequisite to every report of a suspected cognizable offence. Formal corporate representation and litigation authority, however, must be grounded in the company's governance documents and the nature of the proceeding.

Verify the company's actual decision-making authority, preserve evidence and distinguish the ability to report facts from the power to bind the company. The merits of any criminal allegation remain a separate statutory question.

Principal authorities: Companies Act, 2017 and Companies Regulations, 2024; the articles and corporate delegations; Code of Criminal Procedure, 1898, section 154 and relevant complaint procedures; applicable PPC or PECA offences.