A blank, fillable board resolution for a private limited company that authorises a named person to sign for it with a bank, on a government portal such as the GST portal, and on contracts. It has a specimen-signature line with an attestation line, and a certified-true-copy block. It states that the authority does not cover borrowing, loans or guarantees, which stay with the Board or anyone it has delegated them to.
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One board resolution for a private limited company. It authorises a named person to sign the documents you list, for the institutions you name, within a value limit and a period that the Board sets. You need it when a bank, the GST portal or a counterparty asks for a board resolution showing who signs for the company.
Meeting particulars: company, CIN, meeting number, notice, directors present and the chairman
The authorised person: name, designation, DIN and PAN
The scope of the authority: institutions, documents, value limit, singly or jointly, and the period
A specimen-signature line, with an attestation line beneath it
Five operative clauses, including the one that keeps borrowing, investment, loans and guarantees out of the authority
Notes on passing and minuting the resolution, and a certified-true-copy block for the Company Secretary or an authorised director
What this authority does not cover
A signatory named in this resolution cannot sign a loan agreement, a guarantee or security on this authority alone. Section 179(3)(d) to (f) of the Companies Act, 2013 has the Board exercise borrowing, investing funds, and granting loans, guarantees or security by resolutions passed at meetings. The Board can delegate those three powers to a committee of directors, the managing director, the manager or another principal officer, but only by a resolution passed at a meeting. The Board's own decision, or a delegation it has already made, must cover the document, and this resolution does not revoke or vary a delegation. A contract with a related party, of a kind listed in section 188(1), also needs the Board's consent in its own right, given by a resolution at a meeting. The template says so in a clause the institution will read.
What each part rests on
Who may authorise, and the limit on it. Section 179(1) of the Companies Act, 2013 lets the Board exercise the company's powers, subject to the Act and to the memorandum and articles. Section 179(3)(d) to (f) and its first proviso, on delegation, set the exclusion for borrowing, investment, loans, guarantees and security.
Who may sign. Section 21 says a document requiring authentication by a company, and a contract made by or on behalf of a company, may be signed by any key managerial personnel or an officer of the company duly authorised by the Board in this behalf. Section 2(59) says an officer includes any director, manager or key managerial personnel, or a person in accordance with whose directions or instructions the Board or any director is accustomed to act, and section 2(51) lists the key managerial personnel. An employee who is none of these is not named in section 21, so item 12 asks which kind of person you are authorising.
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Deeds. Section 22(2) lets a company authorise a person as its attorney to execute deeds by a writing under its common seal, if it has one. A company with no common seal makes that authorisation through two directors, or a director and the Company Secretary where it has one. The template is not that writing.
Related parties. Section 188(1) asks for the Board's consent, by a resolution at a meeting, to listed contracts with related parties. A proviso takes ordinary-course transactions on an arm's length basis outside sub-section (1).
Notice and quorum. Section 173(3): not less than seven days' notice in writing to every director. Shorter notice is allowed for urgent business with an independent director present, and where none attends the decisions are final only on ratification by at least one independent director, if any. Section 174(1): one-third of the total strength or two directors, whichever is higher, with video participants counted. SS-1 clauses 1.2.1 and 3.1: a serial number for the meeting, and the quorum present throughout.
Meeting or circulation. Section 179(3), read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, lists the matters the Board decides only at a meeting. Authorising a signatory is not on that list, so section 175 lets the Board pass it by circulation. The template is written for a meeting.
One Person Company. The proviso to section 173(5) says that sub-section and section 174 do not apply to a One Person Company with only one director. Section 122(4) lets that director enter the resolution in the minute book kept under section 118, signed and dated by the director, instead of holding a meeting.
Minutes. SS-1 clauses 7.5.1, 7.6.1 and 7.6.2: entry in the minute book within thirty days, signed and dated by the Chairman of the meeting or of the next meeting, each page initialled. That signing is on the minutes in the minute book, so the form has no Chairman signature line.
The certified true copy. SS-1 clause 7.7.2 allows a certified copy of a resolution before the minutes are entered, if its text was placed at the meeting. SS-1 does not say who signs a copy given to a bank. Clause 7.6.4 names the Company Secretary, or a director authorised by the Board, for the copy of signed minutes sent to directors, and the template uses the same two as a practice choice.
Why a bank asks for it. RBI's Know Your Customer Directions for commercial banks, 2025 (version updated on 1 October 2026), Chapter VI, section C, paragraph 33, list a resolution of the Board of Directors, and a power of attorney granted to managers, officers or employees, among the certified documents a bank obtains to open a company account. Other classes of bank have their own versions of the Directions, which this template does not check.
GST. A private limited company's document set for Form GST REG-01 includes a Board resolution authorising the signatory, and the filing is authenticated with a Digital Signature Certificate.
The specimen signature and its attestation. These lines have no statutory source. They record how the person signs and who confirms it, so the institution can compare the signature with later documents.
Fill the bracketed fields. List the documents in item 16 as closely as you can, leave out loan, guarantee and security documents, and set the limits in items 17 and 19.
Put the text of the resolution before the Board at the meeting and pass it. A quorum must be present throughout.
Have the Company Secretary, or the director the resolution authorises, certify a copy and send it to the bank or counterparty. Delete the drafting notes, the cover and the footer from the copy first. SS-1 clause 7.7.2 allows the copy before the minutes are entered, because the text was placed at the meeting.
Enter the minutes in the minute book within thirty days. The Chairman signs and dates them there.
Banks and portals set their own rules on wording and on who certifies a copy. If an institution gives you its own format, check that it does not grant wider authority than the Board intends. This is a general template that has not been drafted for your company's situation, so have the finished resolution reviewed before the Board signs it.
