बोर्ड रेज़ोल्यूशन जनरेटर

A board resolution is a formal document recording a decision taken by the Board of Directors. It is required for virtually every significant company action: opening bank accounts, appointing directors or auditors, sanctioning borrowings, issuing shares, changing registered office, approving related party transactions, and more. Without a proper board resolution, these actions are not legally valid.

A board resolution is passed by the Board of Directors in a Board Meeting. An ordinary resolution requires a simple majority (>50%) at a General Meeting. A special resolution requires a 75% majority at a General Meeting for specific matters like alteration of MOA/AOA, reduction of share capital, etc.

A standard board resolution follows this format: (1) 'RESOLVED THAT' - the main decision; (2) 'RESOLVED FURTHER THAT' - the empowering decision (authorizing someone to implement); (3) Voting results; (4) Signature blocks (Chairman & CS); (5) Certified True Copy footer. Our templates follow this standard format.

The Chairman of the Meeting signs the resolution on behalf of the meeting. The Company Secretary also signs to attest the resolution. For OPCs, the sole director signs the written resolution. The resolution is then issued as a 'Certified True Copy' signed by the Chairman and CS.

A Certified True Copy is a copy of the original resolution that has been verified as being a true and correct copy by the Company Secretary or Chairman. It bears the words 'Certified True Copy' along with the certifying officer's signature, name, designation, date, and place. Banks, MCA, and other authorities require a Certified True Copy for submission.

No. Only specific resolutions must be filed with MCA on Form MGT-14 within 30 days. These include: special resolutions, resolutions for appointment of certain KMPs, certain board resolutions under Section 179, and resolutions for which MGT-14 is specifically required. Ordinary board resolutions (e.g., opening a bank account) do not require MGT-14 filing.

The quorum for a Board Meeting is the higher of: (a) two directors, or (b) one-third of the total number of directors (whichever is higher). If directors are interested in a particular matter, they are excluded from counting towards quorum for that item. If quorum is not met within half an hour of the scheduled time, the meeting is adjourned.

If a Board Meeting is convened without proper notice (7 days for Board Meetings), the resolutions passed may be invalid unless all directors consent to the meeting being held on shorter notice. For General Meetings, the notice period is 21 days. Any resolution passed in violation of the notice requirement can be challenged and set aside.

Yes. The Companies Act, 2013 allows resolutions to be passed by circulation (e-mail, WhatsApp, etc.) for Board Meetings, provided all directors consent to this mode. For OPCs, written resolutions signed by the sole director are legally valid without any meeting. However, all resolutions passed by circulation must still be recorded in the Minute Book.

Section 188 of the Companies Act, 2013 applies to Related Party Transactions (RPTs) - transactions between a company and its directors, key managerial personnel, relatives, or firms/companies in which they have an interest. Certain RPTs require prior board approval (and in some cases, shareholder approval via special resolution) before the transaction is entered into.

Form MGT-14 is filed with the Registrar of Companies (ROC) within 30 days of passing certain resolutions. It includes: special resolutions, certain board resolutions under Section 179, resolutions for appointment of KMPs, and others. Failure to file MGT-14 attracts a penalty of ₹1 lakh which may extend to ₹5 lakhs.

It varies by company size and activity. A typical Pvt Ltd company passes 8-20 board resolutions per year covering: bank account opening, quarterly financial reviews, director appointments, auditor appointments, borrowings, policy approvals, related party transactions, and annual budget approval. Actively fundraising companies may pass many more for share issuance.

Yes. A resolution can be rescinded or modified by passing a subsequent resolution. However, rights already exercised in good faith under the original resolution cannot typically be undone. For example, if shares were allotted under a board resolution and the resolution is later rescinded, the share allotment generally remains valid.

Absolutely. Even early-stage startups need board resolutions for: opening company bank accounts, appointing co-founders as directors, approving ESOP pools, issuing shares to investors (pre-seed/seed rounds), changing registered office, and appointing auditors. Investors and banks often request to see resolutions before engaging with the company.

Failing to maintain minute books as required by Section 118 attracts a penalty of ₹1 lakh which may extend to ₹10 lakhs for the company. Each officer in default (CS, directors) can be fined up to ₹1 lakh. Additionally, every minute that remains unsigned or improperly maintained attracts a fine of ₹500 per day.