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Certified True Copy of Board Resolution in India – Drafting, Certification, Section 179 / 117 / 175 Resolutions, Form MGT-14 Filing, Bank / Authorised-Signatory / RPT / Borrowing / Investment Resolutions under Companies Act 2013 & ICSI Secretarial Standard SS-1
A Board Resolution is the formal record of a decision taken by the Board of Directors at a duly convened meeting (or by circulation under Section 175) — it is the legal expression of the Board's collective will and the basis on which third parties (banks, regulators, customers, vendors) act on the company's behalf. A Certified True Copy (CTC) of a Board Resolution is a copy authenticated by an authorised director, the Company Secretary, or the Managing Director, certifying that it is a true extract from the Minutes Book.
Board resolutions are governed by Section 179 (powers of the Board), Section 175 (resolution by circulation), Section 117 (filing with ROC), Section 118 (minutes), and the ICSI Secretarial Standard SS-1. Specific resolutions — such as borrowing, investment, lending, RPT approval, and adoption of financial statements — fall within Section 179(3) / 117(3) and must be filed with the ROC in Form MGT-14 within 30 days. Our certified board resolution services cover drafting, vetting, certification, and ROC filing of every category of resolution — banking, KYC, allotment, charge, RPT, borrowing, change of registered office, KMP, and more.
Sec 179 / 175
Board Powers & Circulation
Sec 117 / MGT-14
Filing Within 30 Days
CTC
Certified True Copy
SS-1
ICSI Drafting Standard
Laws & References We Work With
Companies Act 2013
Sec 179 – Board Powers
Sec 179(3) – Restricted Items
Sec 175 – Circulation
Sec 117 – ROC Filing
Sec 118 – Minutes
Sec 184 – Disclosure
Sec 188 – RPT
SS-1 (ICSI)
Form MGT-14
Form MBP-1 / MBP-4
DIR-12 / PAS-3
SEBI LODR (Listed)
RBI / FEMA Filings
Board Resolution Buckets We Handle
Banking / KYC
Banking & Authorised Signatory
Bank-account opening / closure, change in authorised signatories, internet banking activation, debit-card / cheque-book mandate, FD / OD / CC limits, and KYC refresh resolutions.
- Account opening / closure
- Signatory change
- Operating limits
- Net-banking / RTGS
- POA / mandate
- KYC refresh CTC
Sec 179(3)
Borrowing / Investment / Lending
Sec 179(3) restricted items — borrow money, invest funds, lend money / give guarantee / security — must be passed at a board meeting (not by circulation) and filed via MGT-14 in 30 days.
- Borrowing approval
- Investment of funds
- Lending / guarantee / security
- Sec 186 limits
- Sec 180 shareholder cap
- MGT-14 in 30 days
RPT
Related-Party Transactions (Sec 188)
Approval / omnibus approval of contracts with related parties under Section 188 — board approval for all RPTs, audit-committee approval, and shareholder approval for material RPTs.
- RPT board approval
- Omnibus approval
- Material-RPT shareholder consent
- Audit-committee referral
- MBP-4 register update
- SEBI LODR Reg 23 (listed)
Capital
Allotment / Buyback / Capital
Allotment of shares (rights / bonus / private placement / ESOP), securities buyback, transfer / transmission, increase in authorised capital, alteration of MOA / AOA, and PAS-3 / SH-7 filings.
- Allotment resolutions
- Rights / bonus / ESOP
- Buyback resolutions
- Authorised-capital increase
- PAS-3 / SH-7 attachment
- Transfer / transmission
Director / KMP
Director & KMP Changes
Appointment / resignation / change in designation of directors, KMPs (CEO / CFO / CS), and their remuneration — board approval, DIR-12 within 30 days, statutory register update.
- Director appointment
- Resignation
- KMP appointment
- Remuneration approval
- DIR-12 in 30 days
- Statutory register update
Office & Books
Registered Office & Books
Change of registered office (within state / outside state), shifting of statutory books, books of account location (Sec 128), and INC-22 / MGT-14 filings.
- Within local limits
- Within state
- State-to-state shift
- Books of account move
- INC-22 in 30 days
- Sec 12 / 13 / 128
Auditor / Accounts
Auditor & Financials
Adoption of financial statements (Sec 179(3)(g)), appointment / re-appointment of statutory auditor, internal auditor, cost auditor, secretarial auditor, and ADT-1 / CRA-2.
- FS adoption
- Auditor appointment
- Cost / secretarial / internal
- ADT-1 / CRA-2
- Audit-fee approval
- Casual-vacancy filling
CTC / POA
CTC, POA & Authorisations
Certified true copies of board resolutions for use with banks, GST, customs, RBI, courts, and counterparties; Power of Attorney delegations; signing-authority matrices; tender authorisations.
- CTC certification
- Bank / GST / RBI
- Court / litigation
- Tender / RFP
- POA drafting
- Signing-authority matrix
Key Concepts in Board Resolutions
Sec 179
Powers of the Board
The Board exercises all powers of the company except those specifically reserved for the shareholders; resolutions are the formal record of how those powers are exercised.
Board Power
Sec 179(1)
Sec 179(3)
Items Only at Meeting
Specified items such as borrowing, investment, lending, share issue, financial-statement approval, and RPTs must be passed at a board meeting — circulation is not permitted.
No Circulation
MGT-14
Sec 175
Resolution by Circulation
Permitted for non-restricted matters — draft resolution circulated to all directors; passed if approved by majority entitled to vote; noted at the next board meeting.
No Meeting
Majority
Sec 117
Filing with ROC
Specified resolutions must be filed in Form MGT-14 within 30 days — special resolutions, Sec 179(3) resolutions, change of name / capital, and certain others.
30 Days
MGT-14
CTC
Certified True Copy
An extract certified by a director, the Company Secretary, or the MD as a true copy of the resolution from the Minutes Book — required by banks, regulators, and counterparties.
Authentication
Banks / RBI
SS-1
ICSI Drafting Standard
The Secretarial Standard on Meetings of the Board prescribes the format of notice, agenda, resolutions, and minutes — followed for audit-grade quality and SS-1 compliance.
SS-1
Audit-Grade
Sec 184
Disclosure of Interest
An interested director cannot vote or be counted in quorum on items in which he is interested — disclosure made in Form MBP-1 at the first meeting of the FY.
MBP-1
No Vote
Sec 118
Evidence Value
Minutes and resolutions entered, signed, and kept under Section 118 are evidence of proceedings; courts and regulators rely on the Minutes Book as the binding record of board action.
Evidence
Minutes Book
Our Certified Board Resolution Services
Resolution Drafting
SS-1 compliant drafting of every category of board resolution — bank, allotment, KMP, RPT, borrowing, investment, RBI / FEMA, GST, registered office, and operational mandates.
Banking & Signatory CTC
Bank-account opening / closure, internet-banking activation, signatory change, debit-card / cheque issuance, RTGS / NEFT mandate, and FD / OD / loan facility resolutions.
Borrowing / Sec 180
Loan-specific resolutions, Sec 179(3)(d) borrowing approval, Sec 180(1)(c) shareholder limit, security / guarantee, charge creation, and CHG-1 alignment.
RPT Resolutions
Section 188 contracts, omnibus / specific approvals, audit-committee referrals, material-RPT shareholder consent, MBP-4 register, and SEBI Reg 23 alignment for listed cos.
Allotment / Buyback / Capital
Rights / bonus / private-placement / ESOP allotments, buyback under Sec 68, transfer / transmission, capital alteration, and PAS-3 / SH-7 / SH-11 attachments.
Director / KMP Changes
Appointment, resignation, designation change, and remuneration approval for directors, MD / WTD / CEO / CFO / CS — DIR-12 within 30 days and register updates.
Registered Office Shift
Within local limits / within state / inter-state shift — board / shareholder approvals, RD application (where applicable), INC-22 / MGT-14, and stationery refresh.
Auditor & Financials
Adoption of financial statements, appointment / re-appointment of auditor, internal / cost / secretarial auditor, ADT-1 / CRA-2, and casual-vacancy resolutions.
Sec 175 Circulation
Drafting and circulation of resolutions for non-restricted matters — note for assent / dissent, supporting papers, date of passing, and noting at next board meeting.
MGT-14 Filing
Identification of MGT-14 trigger, certified-true-copy attachment, e-form preparation, MGT-14 filing within 30 days, and SRN closure.
POA & Authorisations
Power-of-Attorney drafting, authorised-signatory matrix, tender / RFP authorisations, GST / customs authority letters, and litigation vakalatnamas.
Belated & Cleanup
Reconstruction of missing resolutions, retrospective certification, belated MGT-14 with additional fees, Sec 441 compounding, and clean-resolution stack.
When You Need a Certified Board Resolution
Bank Account Opening
Bank requires a certified board resolution for account opening, signatories, and operating mandate — KYC refresh requires periodic re-certification.
Loan / Borrowing
Bank / NBFC sanction conditional on board resolution under Sec 179(3)(d) and Sec 180(1)(c) shareholder limit, plus security / guarantee resolutions.
Allotment of Shares
Rights / bonus / private placement / ESOP allotments — board resolution + PAS-3 within 15 / 30 days as applicable.
RPT Approval
Any related-party contract — board / audit-committee approval; material RPTs additionally need shareholder approval and MBP-4 entry.
Director / KMP Change
Appointment / resignation / change in role of directors or KMPs — board approval, DIR-12 within 30 days, statutory register update.
Registered Office Shift
Change in registered office — board (local limits) / shareholder (within state) / RD (inter-state) approval, and INC-22 within 30 days.
Tender / RFP Submission
Government / corporate tenders require certified resolution and POA in favour of authorised signatory submitting the bid.
RBI / FEMA Filing
FC-GPR / FLA / ECB / overseas-investment filings need a board resolution recording the transaction and authorising the signatory.
Documents Needed for Certified Board Resolutions
Company Records
- CIN / Certificate of Incorporation
- MOA & AOA
- List of directors (DIR-12 trail)
- Last filed AOC-4 / MGT-7
- Statutory registers
- Common seal (where applicable)
- Minutes Book (last entries)
Subject-Matter Inputs
- Bank / loan / vendor letter
- Allotment list / cap-table
- RPT term sheet / contract
- Auditor consent / certificate
- Signatory ID + photograph
- Charge / security documents
- Tender / RFP papers
Director / KMP
- DIN / DIR-3 KYC
- MBP-1 disclosure
- DIR-8 non-disqualification
- Class 3 DSC of signatory
- Specimen signature
- Attendance & quorum proof
- VC / circulation evidence
Our Certified Board Resolution Process
1
Brief & Scope
Capture purpose, end-user (bank / regulator / counterparty), Sec 179(3) check, MGT-14 trigger, and turnaround window.
2
Drafting
SS-1 compliant resolution drafted with proper title, "RESOLVED THAT" body, authorisation clause, and "Certified True Copy" footer.
3
Passing
Pass at board meeting (Sec 179(3) items) or by circulation (Sec 175 items); record in Minutes Book; capture quorum & disclosures.
4
Certification & Filing
CTC issued by director / CS / MD; MGT-14 (if applicable) within 30 days; ancillary filings (DIR-12 / PAS-3 / INC-22).
5
Closure & Records
Counterparty submission, register update, evidence file, SRN archive, and template library for future use.
Why Choose Us for Certified Board Resolutions
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SS-1 / Sec 179 specialists
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Same-day CTC turnaround
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Bank-format resolutions
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RPT / borrowing experts
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MGT-14 within 30 days
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RBI / FEMA & tender drafting
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Library of 200+ templates
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Belated / cleanup support
FAQs on Certified Board Resolutions
What is a board resolution?
A formal decision of the Board of Directors recorded in the Minutes Book and binding on the company.
What is a Certified True Copy (CTC)?
An extract of the resolution authenticated by a director, the Company Secretary, or the Managing Director.
Who can certify a board resolution?
Any director, the Company Secretary, the Managing Director, or any person authorised by the Board.
When must a board resolution be filed with the ROC?
When it is covered by Section 117(3) or Section 179(3) — filed in Form MGT-14 within 30 days of passing.
Can a board resolution be passed without a meeting?
Yes — by circulation under Section 175, except for items reserved for a meeting under Section 179(3).
Which items must be passed only at a meeting?
Borrowing, investment, lending, share issue, financial-statement approval, and other Section 179(3) items.
What is the format of a board resolution?
A title, the "RESOLVED THAT" clause stating the decision, an authorisation clause, and a "Certified True Copy" footer.
Is a common seal required on a board resolution?
No — the common seal is optional under the Companies Act 2013; signature of authorised persons is sufficient.
For how long is a CTC valid?
It does not expire, but most banks and regulators ask for a recent copy issued within the last few months.
What happens if MGT-14 is not filed in time?
Heavy additional fees apply, and the company and officers in default are liable to penalties under Section 117(2).
Resolution Drafted. Certified. Filed. Bank-Ready.
Partner with our company-secretarial team for end-to-end certified-board-resolution drafting, SS-1 compliance, MGT-14 filing, and CTC issuance for banks, regulators, and counterparties.
Talk to a Board Resolution Expert