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Select one or more resolutions to be passed at the same board meeting.
56 resolutions · showing all
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Every resolution, explained
Answer-first pages for the highest-volume resolutions, the certified true copy, and board-meeting process — each with the generator pre-filled.
By resolution
- Opening a bank accountOpen a current/savings account and authorise operating signatories
- Change of authorised signatoriesAdd, remove or update who can operate an existing bank account
- Closure of a bank accountClose an existing company bank account
- Availing a term loanBorrow a term loan and authorise execution of loan documents
- Creating a charge on assetsHypothecate/mortgage company assets to secure a facility (CHG-1)
- Approval of annual financial statementsAdopt the audited financial statements for a financial year
- Appointment/re-appointment of statutory auditorAppoint or re-appoint the statutory auditor at the AGM (ADT-1)
- Appointment of an additional directorAppoint a director to hold office until the next AGM
- Resignation of a directorNote a director's resignation and file DIR-12
- Appointment of Managing Director / Whole-time DirectorAppoint an MD/WTD and fix terms of appointment (MGT-14)
- Appointment of Company Secretary / KMPAppoint a Company Secretary or other Key Managerial Personnel (MGT-14)
- Change of registered office within the same cityShift the registered office within local limits of the same city/town (INC-22)
- Allotment of sharesAllot shares against subscription/application money received (PAS-3)
- Private placement / preferential allotmentIssue shares to identified persons other than by rights or public issue (Sec 42)
- Authorisation for GST registrationAuthorise a person to apply for GST registration and act as authorised signatory
- Authorisation to obtain Digital Signature Certificate (DSC)Authorise a director/employee to obtain a Class 3 DSC for ROC/e-filing purposes
- Authorisation for PAN/TAN applicationAuthorise a person to apply for or update the company's PAN/TAN
- Authorisation to file MCA/ROC formsAuthorise a person to sign and file routine ROC e-forms
- Authorisation to sign documents / authorised signatoryGeneral authorisation to sign routine documents on the company's behalf
- Approval of a related-party transactionApprove a transaction with a related party (Sec 188)
Certified true copy
- Certified True Copy of a Board ResolutionThe letterhead extract a bank or the ROC actually asks for
- Who Can Sign a Certified True CopyDirector vs Company Secretary — what each signature block needs
- a BankLetterhead, quorum, signatory list — what banks actually check
- Board Resolution vs Certified True CopyOne stays in the minute book, the other goes out the door
Process & compliance
- Board Resolution FormatMeeting particulars, RESOLVED THAT wording, signature block
- Filing Form MGT-14The 2015 private-company exemption, and what still needs filing
- Board Meeting Notice Format7 days' notice, agenda, and the shorter-notice exception
- Board Meeting Quorum RequirementsOne-third of total strength, or two directors — whichever is higher
- Ordinary vs Special ResolutionSimple majority vs three-fourths — and which matters need which
- Board Resolution vs Shareholder ResolutionSection 179(3) board powers vs matters reserved for a general meeting
What makes a board resolution valid
A board resolution is only as strong as the meeting it was passed at. That means proper notice to all directors under Section 173 of the Companies Act, 2013 (at least 7 days, unless shortened per the Act's provisions), a quorum actually present and recorded — generally one-third of total directors or two, whichever is higher — and minutes that accurately capture what was resolved, in what words, and by whom.
A resolution passed without quorum, or recorded with wording that doesn't match what was actually discussed and agreed, is vulnerable to challenge later — most commonly when a bank, auditor, or regulator asks for the underlying minutes years after the fact and the paper trail doesn't hold up.
The certified true copy concept
Banks, MCA filings, and third parties routinely ask for a 'certified true copy' of a board resolution — this simply means a director or the company secretary has reviewed the copy against the original minute book and certified, usually by signature and company seal, that it's a true and accurate reproduction. It is not a notarization and doesn't require external attestation, but it does require someone with authority to actually check it against the minutes book, not just print another copy.
Using generated drafts responsibly
Every draft this tool produces follows the standard 'RESOLVED THAT... FURTHER RESOLVED THAT...' structure used across Indian corporate practice, but the specific wording for anything with legal or financial consequence — loan agreements, MOA alterations, related-party matters — should be reviewed against the actual facts of the transaction before it's placed before the board. Treat these as a fast starting draft, not a final legal document.
Frequently asked questions
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