Allotment of shares — Board Resolution Format
Allotment of shares is passed by the Board of Directors under Section 39, Companies Act, 2013 (Form PAS-3) — this tool drafts the resolution, a certified true copy ready for the ROC (Form PAS-3), and the meeting notice, pre-filled for this exact resolution.
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Directors
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Meeting particulars
Directors present
Allotment of shares
Section 39, Companies Act, 2013 (Form PAS-3)
- · Confirm the allotment route (rights, preferential, private placement) — some routes carry their own additional shareholder-approval and filing requirements; see the specific templates below.
- · Quorum under Section 174 applies.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
Add these before generating
- Company name
- CIN
- Registered office
- Registered office city
- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Allotment of shares: Number of shares allotted
- Allotment of shares: Face value per share
- Allotment of shares: Issue price per share
- Allotment of shares: Allottee name(s)
- Allotment of shares: Director authorised to file PAS-3
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Allotment of shares "RESOLVED THAT [Number of shares allotted] equity shares of face value [Face value per share] each, at a premium/par of [Issue price per share] per share, be and are hereby allotted to [Allottee name(s)], credited as fully paid-up, against the application money received. RESOLVED FURTHER THAT the Register of Members be updated to reflect the said allotment and that share certificates be issued to the allottees within 2 months of allotment. RESOLVED FURTHER THAT [Director authorised to file PAS-3], be and is hereby authorised to file Form PAS-3 with the Registrar of Companies within 30 days of allotment, and to do all acts necessary to give effect to this resolution." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Allotment of shares is used to allot shares against subscription/application money received (PAS-3). It is passed under Section 39, Companies Act, 2013 (Form PAS-3), at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
Confirm the allotment route (rights, preferential, private placement) — some routes carry their own additional shareholder-approval and filing requirements; see the specific templates below. Quorum under Section 174 applies.
MGT-14 filing and shareholder approval
Because this is a routine matter under Section 179(3), a private company does not need to file this resolution with the ROC in Form MGT-14 — the 5 June 2015 exemption notification covers it. Public companies and companies without the benefit of that exemption should confirm the position with their Company Secretary before assuming no filing is required.
Certified true copy for allotment of shares
The ROC (Form PAS-3) will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting allotment of shares in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
Frequently asked questions
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.