Certified True Copy of a Board Resolution
A certified true copy is the resolution extract reproduced on the company's letterhead, with the meeting particulars in its certification header, certified by a director or the Company Secretary with their name, designation and DIN or Membership Number — not just a photocopy of the minutes, and not a re-narration of the meeting itself.
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What a certified true copy actually is
A board resolution, on its own, is an internal minute — a record of what the Board decided, kept in the company's minute book. What a bank, the Registrar of Companies, or a counterparty actually demands when they ask for 'the resolution' is a certified true copy: an extract of that resolution reproduced on the company's letterhead, headed by the meeting particulars (date, time, venue), the operative resolution text itself, and a certification — usually the words 'CERTIFIED TRUE COPY' — signed by someone with the authority to verify it against the original minute book. It is deliberately an extract, not a narrative: it doesn't restate who chaired the meeting or confirm quorum was met — that belongs in the full minutes, a separate internal document.
It is not a notarised document and does not require external attestation. What it does require is that whoever signs it — typically a director or the Company Secretary — has actually checked the copy against the minutes book, not simply reprinted the draft that was discussed at the meeting. That distinction matters: a certified copy that doesn't match what the minute book actually records is a compliance liability, not a convenience.
What the signature block must show
The signature block adapts to who is certifying. A director or Managing Director signs with their name, designation and Director Identification Number (DIN). Two directors can certify jointly, each showing their own DIN. A Company Secretary certifies with their name, Membership Number (ACS/FCS), and — where they hold one — their Certificate of Practice number, and does not show a DIN at all, since a CS need not be a director. Some banks still expect the company's common seal affixed alongside the signature, even though the seal became optional for most companies after the 2015 Companies (Amendment) Act — check the specific bank's own board resolution format before assuming it isn't needed.
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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.