A board resolution records a decision of a company's board of directors, passed at a meeting or by circulation. Common resolutions authorise opening bank accounts, appointing authorised signatories, appointing the first auditor, allotting shares, borrowing, applying for registrations such as GST, and changing the registered office. Certified true copies are signed by a director or company secretary.
Common resolutions
- Opening and operating bank accounts
- Authorised signatory for GST, tax and licences
- Appointment of first auditor
- Allotment of shares
- Borrowing and creating charges
- Change of registered office within city
Structure
- Company name and CIN
- Date, place and quorum
- Resolved clauses
- Authority to directors or officers
- Certification signature
Filing requirements
Certain resolutions under Section 179 must be filed in MGT-14 by public companies; private companies have exemptions.
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Keep minutes consistent and store signed copies securely.
Frequently asked questions
Can resolutions be passed by email?
Resolutions by circulation are allowed if draft papers are circulated and approved as required.
Who signs a certified true copy?
A director or company secretary.
Are private companies required to file MGT-14 for board resolutions?
Private companies are exempt from filing many board resolutions under Section 179(3).
Is a common seal needed?
Common seal is optional since 2015.
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