Documentation
Ready-to-use board resolutions for the ten actions every Private Limited Company needs: bank account opening, auditor appointment, share allotment, annual accounts approval, director changes, borrowing, office change, document signing authorization, commencement of business, and related party transactions.
Board resolutions are required for every significant company action: opening a bank account, appointing an auditor, allotting shares, approving accounts. We provide ready-to-use resolutions with the correct statutory references and format.
A board resolution is a formal decision by the board of directors, recorded in the minutes of a board meeting. The Companies Act, 2013 requires board resolutions for dozens of actions, from routine (opening a bank account) to consequential (borrowing money, allotting shares, appointing directors).
The format matters: banks, the ROC, auditors, and investors expect the standard structure with a resolution number, date, quorum confirmation, the RESOLVED THAT language, the correct statutory section, and signatures. A resolution that is missing any of these elements can be rejected.
Scope
Specifics
Every Private Limited Company needs these at some point: (1) bank account opening or change, (2) first auditor appointment within 30 days of incorporation (Section 139), (3) share allotment with PAS-3 filing (Section 62), (4) approval of annual financial statements before AGM (Section 134), (5) director appointment or resignation (Section 152/168), (6) borrowing or loan approval (Section 179(3)(d)), (7) change of registered office with INC-22 filing (Section 12), (8) authorization for signing documents and filings, (9) commencement of business with INC-20A (Section 10A, within 180 days of incorporation), and (10) related party transactions (Section 188).
Most actions require a board resolution passed at a board meeting with a simple majority. Some actions under Section 180 require a special resolution at a general meeting (shareholders), passed with a 75% majority. These include selling a substantial part of the undertaking, borrowing beyond paid-up capital and free reserves, and investing beyond the Section 186 limits. If your action requires both, the board resolution authorizes the directors to propose the special resolution at the general meeting.
Section 175 allows a board resolution to be passed without a board meeting if it is circulated in draft to all directors and signed by a majority (or all, depending on the articles). This is useful for routine or urgent matters. The resolution must be noted at the next board meeting. Certain matters (approval of financial statements, the board's report, prospectus, and audit committee matters) cannot be passed by circular resolution.
Process
Step 1 of 4
Tell us what you need
Describe the action the company needs to take.
Common mistakes founders make
Clarifications
Yes. Section 175 allows circular resolutions if they are circulated to all directors and signed by the required majority. However, approval of financial statements, the board report, and audit committee matters must be done at a meeting.
Under Section 174, the quorum is one-third of the total strength of the board or two directors, whichever is higher. For a company with just two directors, both must be present.
LLPs do not have a board of directors. Decisions in an LLP are governed by the LLP Agreement. If the agreement is silent, the LLP Act 2008 Section 27 requires decisions to be made by consent of all partners.
Actions taken without the required resolution are voidable. Banks may refuse to open accounts, the ROC may reject filings, and auditors may qualify their report. In serious cases, directors can face personal liability.
Related
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