Board Resolution vs Certified True Copy
A board resolution is the internal record of what the Board decided, kept in the company's minute book; a certified true copy is a separate letterhead document that reproduces that resolution and certifies it as accurate — and it's the certified copy, not the raw resolution, that a bank, the ROC, or a counterparty actually wants to see.
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Select one or more resolutions to be passed at the same board meeting.
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Two different documents, two different audiences
The board resolution itself is written into the minutes of the meeting — a chronological record that includes the date, attendees, the chairman, quorum confirmation, and every item decided that day, item by item. It lives in the company's minute book and is signed by the chairman within 30 days under Section 118 of the Companies Act, 2013. Its audience is internal: the company's own governance record, and anyone with a legal right to inspect it later.
A certified true copy is built from that same resolution but repackaged for an external audience — a single resolution, lifted out of the full minutes, put on the company's letterhead, and certified as an accurate extract by a director or the Company Secretary. Banks, the ROC, and commercial counterparties don't want the whole minute book; they want proof that this one specific decision was properly taken, in a form they can file or act on directly.
Why the distinction actually matters
Confusing the two causes real friction: handing a bank the raw minutes (which may include unrelated agenda items, confidential figures, or other companies' business if directors overlap) is both impractical and a minor confidentiality risk, while a certified true copy with no minute book behind it — never actually checked against what was decided — is worse, since it certifies something that may not be accurate. The correct workflow is always: pass the resolution at a properly quorate meeting, record it in the minutes, and only then extract and certify the specific copy the external party needs.
This tool keeps that workflow intact by construction — selecting a resolution produces the minutes extract and the certified true copy from the exact same interpolated text, so the two documents can never drift apart the way they might if drafted separately by hand.
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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.
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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.