Board Resolution Format
A board resolution follows a fixed anatomy — meeting particulars and quorum confirmation, the operative 'RESOLVED THAT... RESOLVED FURTHER THAT...' wording naming the specific decision, and a certification signature block — and this generator produces all three parts pre-filled for 50+ common company matters.
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Select one or more resolutions to be passed at the same board meeting.
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The standard anatomy of a board resolution
Every valid Indian board resolution follows broadly the same structure regardless of subject matter. It opens with the meeting particulars — the company name and CIN, the meeting's ordinal number, the date, time and venue, and the directors present with their DIN and designation. It then confirms quorum was met under Section 174 of the Companies Act, 2013 (one-third of the Board's total strength, or two directors, whichever is higher), and names the chairman for that meeting.
The operative part follows the 'RESOLVED THAT... RESOLVED FURTHER THAT...' convention — a first clause stating the core decision, and one or more further clauses authorising specific people to execute documents, sign forms, or take follow-up action. This wording isn't just stylistic: it's the language courts, banks, and the ROC recognise as a formal corporate act, distinct from a mere discussion or intention recorded in minutes.
Where the format changes
What changes from resolution to resolution is the specific subject — a bank account, a director's appointment, a charge on assets — and whether that subject additionally requires filing Form MGT-14 with the ROC, or a special resolution of the shareholders. LLPs follow a parallel structure with 'Designated Partners' and 'Partners' Resolution' replacing Board/director language, and without the Section 174/173 Companies Act citations, since LLPs are governed by their own Agreement instead.
From format to a finished, certified document
Getting the format right is only the first step — a resolution that stops at the minute book doesn't help when a bank or the ROC asks for proof of it. This tool takes the same standard format described above and produces, from one form: the board resolution as a minutes extract, a certified true copy on your company's letterhead with the appropriate signature block, and a Section 173 notice of meeting with the agenda already built from your selected resolutions — across 50+ common company matters, from opening a bank account to altering the Articles of Association.
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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.