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.
Bank-account opening / closure, change in authorised signatories, internet banking activation, debit-card / cheque-book mandate, FD / OD / CC limits, and KYC refresh resolutions.
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.
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.
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.
Appointment / resignation / change in designation of directors, KMPs (CEO / CFO / CS), and their remuneration — board approval, DIR-12 within 30 days, statutory register update.
Change of registered office (within state / outside state), shifting of statutory books, books of account location (Sec 128), and INC-22 / MGT-14 filings.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
SS-1 compliant drafting of every category of board resolution — bank, allotment, KMP, RPT, borrowing, investment, RBI / FEMA, GST, registered office, and operational mandates.
Bank-account opening / closure, internet-banking activation, signatory change, debit-card / cheque issuance, RTGS / NEFT mandate, and FD / OD / loan facility resolutions.
Loan-specific resolutions, Sec 179(3)(d) borrowing approval, Sec 180(1)(c) shareholder limit, security / guarantee, charge creation, and CHG-1 alignment.
Section 188 contracts, omnibus / specific approvals, audit-committee referrals, material-RPT shareholder consent, MBP-4 register, and SEBI Reg 23 alignment for listed cos.
Rights / bonus / private-placement / ESOP allotments, buyback under Sec 68, transfer / transmission, capital alteration, and PAS-3 / SH-7 / SH-11 attachments.
Appointment, resignation, designation change, and remuneration approval for directors, MD / WTD / CEO / CFO / CS — DIR-12 within 30 days and register updates.
Within local limits / within state / inter-state shift — board / shareholder approvals, RD application (where applicable), INC-22 / MGT-14, and stationery refresh.
Adoption of financial statements, appointment / re-appointment of auditor, internal / cost / secretarial auditor, ADT-1 / CRA-2, and casual-vacancy resolutions.
Drafting and circulation of resolutions for non-restricted matters — note for assent / dissent, supporting papers, date of passing, and noting at next board meeting.
Identification of MGT-14 trigger, certified-true-copy attachment, e-form preparation, MGT-14 filing within 30 days, and SRN closure.
Power-of-Attorney drafting, authorised-signatory matrix, tender / RFP authorisations, GST / customs authority letters, and litigation vakalatnamas.
Reconstruction of missing resolutions, retrospective certification, belated MGT-14 with additional fees, Sec 441 compounding, and clean-resolution stack.
Bank requires a certified board resolution for account opening, signatories, and operating mandate — KYC refresh requires periodic re-certification.
Bank / NBFC sanction conditional on board resolution under Sec 179(3)(d) and Sec 180(1)(c) shareholder limit, plus security / guarantee resolutions.
Rights / bonus / private placement / ESOP allotments — board resolution + PAS-3 within 15 / 30 days as applicable.
Any related-party contract — board / audit-committee approval; material RPTs additionally need shareholder approval and MBP-4 entry.
Appointment / resignation / change in role of directors or KMPs — board approval, DIR-12 within 30 days, statutory register update.
Change in registered office — board (local limits) / shareholder (within state) / RD (inter-state) approval, and INC-22 within 30 days.
Government / corporate tenders require certified resolution and POA in favour of authorised signatory submitting the bid.
FC-GPR / FLA / ECB / overseas-investment filings need a board resolution recording the transaction and authorising the signatory.
Capture purpose, end-user (bank / regulator / counterparty), Sec 179(3) check, MGT-14 trigger, and turnaround window.
SS-1 compliant resolution drafted with proper title, "RESOLVED THAT" body, authorisation clause, and "Certified True Copy" footer.
Pass at board meeting (Sec 179(3) items) or by circulation (Sec 175 items); record in Minutes Book; capture quorum & disclosures.
CTC issued by director / CS / MD; MGT-14 (if applicable) within 30 days; ancillary filings (DIR-12 / PAS-3 / INC-22).
Counterparty submission, register update, evidence file, SRN archive, and template library for future use.
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.
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