board resolution

This article is an attempt by Anubhav Pandey to bring forth the sample of the most common board resolution. The article is an earnest attempt and provides sample for, Board resolution for appointment of director of the company, Board resolution for opening of a company’s bank account, Board resolution for appointment of internal auditor, Board resolution for the implementation of section 186 of the Companies Act, 2013, Board resolution for giving of power of attorney, Board resolution for winding up of a company, Board resolution for closing of company’s bank account, Board resolution for entering into an agreement, Board resolution for contribution to a political party, Board resolution for change in the name of the company and more.

Resolution under Companies Act, 2013

A company being an artificial person is run not by one or two members but by a whole group of persons. From the top hierarchy of directors to potential stakeholders everyone participates in taking decisions of the company. Any decision taken by the company shall be in the form of a resolution. A company is bound by its resolution if it is passed.

A company has to file various resolutions with the registrar of the company. The relevant statutory provisions for filing of resolutions and agreements are:

  • Section 117 – Resolutions & Agreement to be filed
  • Section 179(3) – Powers of the Board
  • Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014
  • All Resolutions are to be filed in Form MGT – 14

Board resolution for appointment of director of the company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

RESOLVED THAT pursuant to the provisions of section 167 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, (Mr./Ms. Director Name), who has signified his/her consent in the Form DIR-2 if appointed, to act as a Director of the Company, be and is hereby appointed as an additional director of the Company.

For

(COMPANY NAME)

(Director Name)

Board resolution for opening of a company bank account

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

A proposal to open a current Account with the (Bank Name and Address) was placed before the Board for conducting its day-to-day financial transactions. After discussions, the Board unanimously:

“RESOLVED THAT Current Account in the name & style of ‘(COMPANY NAME) be opened with the (Bank Name and Address), for the operations of the activities of the Company and that the following Authorized Signatory(ies) of the Company be and are hereby authorized to open and operate the said account:

INDIVIDUALLY

  1. Authorized Signatory
  2. Authorized Signatory

JOINTLY

  1. Authorized Signatory
  2. Authorized Signatory

AND

  1. THAT the said Bank be instructed to accept and act upon any instructions relating to the account kept in the name of the Company or relating to any transactions of the Company with the Bank, provided the instructions are signed by the authorized signatory(ies) of the Company in the manner mentioned as above.
  1. THAT the said Bank be instructed to accept receipts for money, deeds, securities or other documents or papers or property or any indemnities given on behalf of the Company provided they are signed by the authorized signatory(ies) of the Company in the manner as mentioned above.
  1. THAT the bank be furnished with a list of the names of Directors of the Company and a copy of the Memorandum & Articles of Association and be from time to time informed by notice in writing under the hand of the Directors/Authorized Signatory of the Company of any changes which may take place therein and be entitled to act upon any such notice until the receipt of further notice under the hand of any Directors / Authorized Signatory.
  1. THAT the resolution be communicated to the Bank and remain in force until duly rescinded and notice thereof in writing be given to the Bank by any of the Directors of the Company.”

“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.”

“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of  powers granted in this Resolution shall not bind the Company against any third parties or before any authorities  in any manner and that the Board shall not be answerable in that behalf.”

“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”

For

(COMPANY NAME)

(Director Name)

Board resolution for appointment of internal auditor

 
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).
 
RESOLVED THAT pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder and with the consent of the Board be and is hereby accorded for the appointment of M/s………………….., Chartered Accountant (Registration No._______) as an Internal Auditor of the Company for the Financial Year ……………………_at remuneration as may be mutually agreed between the Internal Auditor and Board of Directors.
 
RESOLVED FURTHER THAT the draft engagement letter as placed before the Board specifying the scope, functioning, methodology and remuneration etc. for conducting the exercise as formulated in consultation with the Audit Committee be and is hereby approved.
 
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. ……………., Director of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution.”
 
Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 

Board resolution of section 186 of the Companies Act, 2013 (Loan and investment by the company)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

“RESOLVED THAT” the consent of the Company be and is hereby accorded to the Board of Directors in terms of the provisions of Section 186 of the Companies Act, 2013 and the Board including any Committee of Directors be and is hereby authorized, subject to the approval of the Reserve Bank of India, if any, and other applicable Rules, Regulations, Guidelines (including any statutory modifications or re-enactment thereof for the time being in force) and such conditions as may be prescribed by any of the concerned authorities, notwithstanding that the aggregate loans and guarantees to any bodies corporate and persons and investment in securities of any bodies corporate exceeds the limits specified under Section 186 of the Companies Act, 2013, read with the applicable rules, circulars or clarifications thereunder:

(a) to invest/acquire from time to time by way of subscription, purchase, conversion or otherwise Equity Shares, Preference Shares, Debentures (whether convertible or non-convertible) or any other financial instruments of one or more bodies corporate, whether in India or outside, which may or may not be subsidiary(ies) of the Company as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force), to the extent of the following limits:

Investments into Subsidiaries and other Bodies Corporate:Rs.___(Rupees ________________only).

(b) to make/give from time to time any loan or loans to any body or bodies corporate, whether in India or out side, which may or may not be subsidiary(ies) of the Company or to any persons as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Loans to Subsidiaries, other Bodies Corporate or Persons: Rs.___(Rupees ______only).

(c) give from time to time any guarantee(s) and/or provide any security to any person(s), any Body Corporate, Bank, Financial Institutions or any other institution in India or outside in respect of or against any loans to or to secure any financial arrangement of any nature by, any other person(s), any Body(ies) Corporate, whether in India or outside, which may or may not be subsidiary(ies) of the Company, as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Guarantees against Loans/Financial arrangements in favor of Subsidiaries, other Bodies Corporate and Persons: Rs.___(Rupees ______only).

“RESOLVED FURTHER THAT” the consent of the Company, be and is hereby accorded to the Board including any Committee of Directors, pursuant to Rule No.ll of the Companies (Meetings of Board and its Powers) Rules, 2014 and Section 186 and other applicable provisions of the Companies Act, 2013, to give any loan to or guarantee or provide any security on behalf of, or acquire securities of, the Wholly Owned Subsidiaries of the Company, for such sums as may be decided by Board/Committee of Directors as permitted or subject to the provisions specified therein.

“RESOLVED FURTHER THAT” for the purpose of giving effect to the above resolution, the Board/Committee be and is hereby authorized to agree, make, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as it may deem fit including the terms and conditions within the above limits upto which such investments in securities/loans/ guarantees, that may be given or made, as may be determined by the Board or the Committee thereof, including with the power to transfer/dispose of the investments so made, from time to time, and the Board/Committee is also hereby authorized to resolve and settle all questions, difficulties or doubts that may arise in regard to such investments, loans, guarantees and security and to finalize and execute all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental as the Board/Committee in its absolute discretion may deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have been given approval thereto expressly by the authority of this resolution.

Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 

Board Resolution Format for Giving Power of Attorney

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

RESOLVED THAT Mr. (____), Managing Director of the Company, be and is hereby authorized to execute on behalf of the Company, a Power of Attorney in favour of Mr.(___), General Manager Operations (“the Attorney”) of the Company granting full power and authorities on behalf of the Company for the following purposes:

  1. To execute the agreement with all the clients for the XYZ services of the Company;
  2. To negotiate and finalize the commercials for the said XYZ services;
  3. To submit tenders with any organizations or authorities for the above purposes;
  4. To manage the day to day affairs in carrying out the execution of project undertaken for the XYZ services;
  5. To do all such acts, deeds, and things as may be necessary for completion of the projects
    undertaken for XYZ services.

RESOLVED FURTHER THAT any work carried out by the Attorney about the purposes mentioned above shall be valid and binding upon the Company.

RESOLVED FURTHER THAT the power so granted to the Attorney under this resolution may be revoked, for cause, or without cause, by a resolution of the Board or by a written order by Mr. (___), Managing Director, at any time in the future.

RESOLVED FURTHER THAT Mr. (______), Managing Director and Mr. (___), Company
Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, and things as may be necessary to give effect to this resolution.

Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 

Board resolution for voluntary winding up of the company

Section 305(1) of the Companies Act, 2013 states, Where it is proposed to wind up a company voluntarily, its director or directors, or in case the company has more than two directors, the majority of its directors, shall, at a meeting of the Board, make a declaration verified by an affidavit to the effect that they have made a full inquiry into the affairs of the company, and they have formed an opinion that the company has no debt or whether it will be able to pay its debts in full from the proceeds of assets sold in voluntary winding up.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).
 
RESOLVED THAT the consent of the Board of Directors of the Company be and is at this moment accorded to voluntarily wind up the affairs of the Company by the provisions of section 304(1)(b) of the Companies Act, 2013 subject to the approval of members in general meeting.
 

RESOLVED FURTHER THAT the Board of Directors have made a pragmatic assessment of the affairs of the company and have reasonable grounds to form the opinion that the company will be able to pay its debts in full within a period of one year after realizing the assets belonging to the Company.

RESOLVED FURTHER THAT the Declaration of Solvency along with an affidavit to verify the declaration, and auditor’s report thereon, a draft of which as placed before the Board duly initialed by the Chairman for the purpose be and is hereby considered and approved and all the directors of the company be and are hereby authorised to sign the declaration and affidavit and to file the same with the Registrar of Companies.

RESOLVED FURTHER THAT Shri __________ of the company be and is hereby authorised to do all such acts, deeds and things as may be required to implement the above said decision of the Board and to issue the notice of the extraordinary general meeting as placed before the Board duly initialed by the Chairman for the purpose of identification.

Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 

Board resolution for closing of a bank account

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

RESOLVED THAT the Company’s Banking Current Account No__________ with (Name of the Bank with address) , be closed and the amount, if any, lying in the said account be returned to the Company by way of issuance of Bankers’ Cheque or transfer to other Current Account in the name of the Company.
 
“RESOLVED FURTHER THAT Shri _________ and Shri _______  Directors of the Company be and are hereby severally /jointly authorized to do all such acts, deeds and things and to sign all such documents as may be required in connection with the closure of the said Account.”
 
RESOLVED FURTHER THAT the copy of the above resolution be forwarded to the concerned Branches of the Bank for necessary action at their end.”
 
Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 

Board resolution for entering into an agreement

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

“RESOLVED THAT” the Consent of the Board be and is hereby accorded for the execution and signing of the (Name of the Agreement) to be entered into between the Company and (Name of the Company with which the agreement entered), the draft of which is placed at Annexure- 1 duly initialled by Chairman for the purpose of identification
 
RESOLVED FURTHER THAT (Name of the person(s) authorized) of the Company be and are hereby severally/jointly authorized to negotiate, finalize and execute the above mentioned agreements and documents on behalf of the Company and do all such acts, matters, deeds and things and to take all steps and do all things and give such directions as may be required, necessary, expedient or desirable for giving effect to the said (Name of the Agreement) and Power of Attorney”. 
 
RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed and stamped on the (Name of the Agreement) and such other documents as may be required to be executed under the Common Seal of the Company in the presence of any one of the authorized signatories.” 
 
“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.” 
 
“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of  powers granted in this Resolution shall not bind the Company against any third parties or before any authorities  in any manner and that the Board shall not be answerable in that behalf.” 
 
“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”
 
Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 
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Board resolution on making contribution to political parties

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

RESOLVED THAT pursuant to the provisions of Section 182 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies act 2013, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the Articles of Association of the Company, the approval of the Board be and is hereby given to the company for contribution to (Name of the Party) an amount not exceeding seven and a half percent of the average net profits as determined in accordance with the provisions of Section 182 of the Companies Act, 2013  during the three immediately preceding financial years.” 

“RESOLVED FURTHER THAT (Name of the authorized person(s) )be and are hereby authorized jointly / individually on behalf of the Company to make the political contribution on behalf of the Company and to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.” 

Certified True Copy,
For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 

Board resolution for change in name of the company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

“RESOLVED THAT pursuant to the provisions of Section 4 (4), 13 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force) and the rules framed there under, consent of the Board of Directors of the Company be and is hereby accorded, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in General Meeting, to change the name of the Company from ABC Private Limited to XYZ Private Limited.

RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be substituted by the following:

‘The Name of the company is XYZ Private Limited.

RESOLVED FURTHER THAT Clause 2 of the Articles of Association of the company be substituted by the following:

“The Company” means XYZ Private Limited

FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. (___), Director of the Company be and is hereby authorised, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form as return of appointment with the Registrar of Companies.

For __________________ (Company Name)
 
DIRECTOR
ADDRESS:
CITY :
STATE :
 
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