Board Resolution Format — Free Samples & Generator

What a board resolution is, and when you need one

A company is a separate legal person, and it can only act through its board. A board resolution is the written record that the board decided something — which is why every outside party that needs comfort about the company's authority asks to see one before it will act.

The board's powers, and the matters it must exercise by resolution passed at a meeting rather than informally, are set out in Sections 179 and 180 of the Companies Act, 2013 and in Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014. In practice an early-stage Indian startup meets the requirement in four situations: opening the company's first bank account, appointing or changing a director, authorising a named person to sign a contract or an application, and approving the annual accounts before they go to the Registrar.

Grant and incubation programmes increasingly ask for one too, to confirm the company authorised the application rather than an enthusiastic founder acting alone. That is why this generator includes a grant-application purpose alongside the conventional ones.

What the third party actually wants is rarely your full minutes. It is a certified true copy: an extract of the operative resolution, on the company's letterhead, signed by a director certifying that it is accurate.

The anatomy of a usable resolution

A board resolution that a bank or registrar will accept has five parts, and the operative wording is the part founders get wrong because it has to be specific enough to be relied on.

The heading

The company's name, its CIN and its registered office, on the company's letterhead. Banks routinely reject resolutions submitted on plain paper.

The recital

When and where the meeting was held, and who was present. This is what establishes that a quorum existed, so listing the directors present is not decoration.

The operative clauses

Conventionally opening 'RESOLVED THAT', with consequential clauses as 'RESOLVED FURTHER THAT'. A bank will not accept 'RESOLVED THAT the company may open a bank account' — it wants the bank named, the branch named, and the persons authorised to operate the account named, along with how they may operate it.

The certification

A closing paragraph certifying that the extract is a true copy of the resolution passed at the meeting held on the stated date.

The signature

A director or the company secretary. The signatory is certifying accuracy, so it should be someone who was actually present at the meeting.

Quorum, and how the resolution can be passed

A board meeting requires a quorum under Section 174 of the Companies Act, 2013, read with your articles of association. Check both — a resolution passed at a meeting without the required quorum is not a valid resolution, and the defect usually surfaces during a due-diligence exercise years later, when it is least convenient to fix.

If the board did not actually meet, do not invent a meeting. The Act provides a mechanism for this: a resolution by circulation under Section 175, which is passed by circulating the draft to all directors and obtaining approval from the required majority. It is a legitimate route with its own formalities, and it is the honest answer where founders have decided something over a call.

Section 173 also governs the frequency of meetings, including the first meeting within thirty days of incorporation and the minimum number of meetings each year, with a relaxed requirement for One Person Companies and small companies. Where an OPC has a single director, a resolution is passed by that director entering it in the minutes book and signing it, rather than by convening a meeting at all.

Do you have to file it? The MGT-14 question

This is the step most board-resolution guides leave out, and skipping it is a real, penalised failure rather than a technicality.

Certain resolutions must be filed with the Registrar in Form MGT-14 under Section 117 of the Companies Act, 2013, within the period prescribed there. The classes of resolution caught are set out in Section 117(3), which picks up special resolutions and the board resolutions passed in exercise of the powers listed in Section 179(3) — borrowing money, investing the company's funds, granting loans or guarantees, approving the financial statements, and others.

Many routine resolutions do not need filing at all. Opening a bank account, for instance, is generally not in the filing class. But the consequence of getting this wrong is asymmetric: passing the resolution correctly and then failing to file it leaves you non-compliant despite having done the hard part, so where the subject matter is anywhere near the Section 179(3) list, confirm the position with your company secretary before you file the resolution away.

Note also that private companies have the benefit of an exemption notification in respect of parts of Section 117(3), which is exactly the sort of detail that makes this a question to ask rather than to assume.

What goes wrong

Backdating a meeting that never happened

The most serious error, and a live risk in a small company where founders decide things informally. If the board did not meet, use a resolution by circulation under Section 175 instead. A fabricated meeting is a problem in diligence and worse in litigation.

Ignoring the quorum

A resolution passed without the quorum your articles require is invalid, regardless of how sensible the decision was.

Vague operative wording

'The company is authorised to do all necessary acts' gives a bank nothing to rely on and will be sent back. Name the bank, the branch, the person and the scope of their authority.

Plain paper instead of letterhead

A certified true copy is expected on the company's letterhead. This is the most common reason a first-time submission is rejected at the branch counter.

Never updating an authorisation

An authorised signatory who has left the company remains authorised until the board revokes it and the bank is told. Revocation is its own resolution — passing the original and forgetting the exit is a genuine control failure.

Missing the MGT-14 filing

See above. The resolution being validly passed does not discharge the filing obligation where Section 117 applies.

LLPs, OPCs and other structures

An LLP has no board of directors. It is governed by its partners under the LLP agreement, so it passes a resolution of partners rather than a board resolution, and the authority for a given act comes from the LLP agreement rather than from the Companies Act. Banks will usually ask for a partners' resolution together with the LLP agreement itself.

A One Person Company is a company and passes board resolutions, but where it has a single director the meeting formality collapses into signing an entry in the minutes book. A partnership firm acts through its partners under the partnership deed, and a sole proprietorship has no separate legal personality at all — the proprietor simply signs.

The wording this generator produces is drafted for a company incorporated under the Companies Act, 2013. For an LLP, a partners' resolution in the shape below does the same job — adapt the operative wording to your purpose and check it against your LLP agreement.

Board resolution formats by purpose

The structure of a resolution never changes — heading, meeting details, directors present, the operative "RESOLVED THAT" wording, certification and signature. What changes is the operative wording, and the person asking for it checks that wording against their own checklist. Full samples for each purpose are on this page; the generator above produces any of them with your details.

Opening a bank account

Names the bank and branch and the people who may operate the account. The most common reason a new company needs a resolution. Banks often have their own format — if yours does, use it.

Change of authorised signatory

Withdraws the authority of the person leaving and gives it to the new one, naming the account number. Banks will not update the mandate without it.

GST registration

Appoints an authorised signatory for GST, who then signs the registration application and later returns. The certified copy is uploaded as proof of appointment.

Appointment of a director

Appoints an additional director under Section 161 of the Companies Act, 2013. The appointment then has to be reported to the Registrar.

Grant or funding application

Confirms the company, not just a founder, decided to apply and names who may sign and represent it. Increasingly asked for by grant and incubation programmes.

Board resolution vs shareholder resolution

Some decisions belong to the directors and some to the shareholders, and a resolution passed by the wrong body is not valid. Day-to-day authority — bank accounts, signatories, applications — sits with the board. Changes to the company's constitution, such as altering the articles or approving an ESOP scheme, need the shareholders.

A resolution can also be passed without a meeting, by circulation under Section 175 of the Companies Act, 2013. The draft goes to every director, and it passes if a majority of the directors entitled to vote approve it. If at least a third of the directors ask for the matter to be decided at a meeting, it has to go to one, and some matters can only ever be decided at a meeting.