Board Resolution Generator - Create Board Resolutions Online Free | Bizeneed
Generate professional board resolutions for your company meetings in minutes. Choose from 11 pre-built templates or create custom resolutions. Add attendees, record voting results, and download a formatted document with Certified True Copy and signature blocks.
Board Resolution Generator
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The key facts, in one place
Everything a founder usually has to piece together from five different pages, in one place.
- Governing Act
- Companies Act, 2013Sections 118, 179
- Record in Minute Book
- MandatorySection 118 - all resolutions must be recorded
- Quorum for Board Meeting
- 2 directors or 1/3rd, whichever is higherMinimum for valid resolution
- Voting threshold
- Simple majorityMore votes in favor than against
- Certified True Copy
- By Chairman & CSRequired for external submission
- Templates available
- 11Including bank accounts, directors, loans
- EGM resolution
- 75% special majorityFor specific matters under Section 114
- Our assistance from
- FreeGenerator tool - no charge
What is a board resolution?
A board resolution is a formal document that records the decision taken by the Board of Directors (or members at a General Meeting) of a company. It is a legally binding approval for important company actions - from opening a bank account to appointing directors, approving loans, or changing the registered office.
Under the Companies Act, 2013, every company must maintain minute books recording all proceedings of Board Meetings and General Meetings (Section 118). A board resolution is the written evidence of those proceedings and is required for statutory filings, banking operations, and regulatory compliance.
The Companies Act, 2013 and the Rules thereunder prescribe the specific resolutions required for certain actions - for example, a board resolution is mandatory for opening a bank account, appointing an auditor, approving related party transactions (Section 188), and exercising borrowing powers (Section 179).
Every resolution must be signed by the Chairman of the Meeting and the Company Secretary. When the resolution needs to be presented to a bank, registrar, or government authority, it must be issued as a 'Certified True Copy' - meaning it is verified as a true copy of the original resolution recorded in the Minute Book.
Board Meeting vs EGM vs AGM resolutions
Different types of meetings require different resolution formats and voting thresholds.
Board Meeting (BM)
Managing Director / any Director
General Meeting (GM)
Board / Members (as required by Act)
| Aspect | Board Meeting (BM) | General Meeting (GM) |
|---|---|---|
| Convening authority | Managing Director / any Director | Board / Members (as required by Act) |
| Who attends | Directors only | All members / shareholders |
| Quorum | 2 directors or 1/3rd (whichever higher) | Minimum 5 members (private co.) / 15 (public co.) |
| Voting threshold | Simple majority | Simple majority (ordinary resolution) / 75% (special) |
| Notice period | 7 days | 21 days (clear notice) |
| Meeting frequency | At least 4 per year | AGM: once a year (within 6 months of FY end) |
| Minute book | Section 118 compliant | Section 118 compliant |
| Examples of resolutions | ✓ Bank account, director appointment, borrowing | ✕ Financial statements approval, dividend declaration |
Who needs board resolutions?
Every incorporated company needs board resolutions for a wide range of business activities.
- Companies opening bank accounts - banks require a board resolution authorizing signatories
- Companies appointing or removing directors - board resolution is a statutory requirement under Section 161
- Companies appointing statutory auditors - requires board resolution under Section 139
- Companies borrowing money - Section 179 requires board resolution sanctioning borrowings
- Companies issuing shares - preferential issue or ESOP requires board resolution under Section 62
- Companies changing registered office - board resolution required before filing INC-22 with MCA
- Companies entering related party transactions - Section 188 mandates board approval
- Companies approving annual financial statements and budgets
- Companies authorizing KMPs and managers - Section 203 requires board resolution
- Companies approving share buyback - board resolution initiates the process under Section 68
Common resolutions by industry
Startups & Tech
- Director appointments (co-founder changes)
- Fundraising / share issuance
- ESOP allotment
- Registered office change
Manufacturing
- Loan/borrowing for expansion
- Asset purchase (plant & machinery)
- Related party with group entities
- Bank account and credit facilities
Trading & E-commerce
- Payment gateway accounts
- Working capital loans
- Inventory financing
- Director appointments
Professional Services
- Auditor appointment
- KMP appointments
- Financial approval
- Office lease / registered office
What does not qualify
- ✕Sole proprietorships do not pass board resolutions - they use declarations
- ✕Partnership firms use partnership deeds and partner consent letters
- ✕LLPs pass resolutions by consent of designated partners per the LLP agreement
Documents required for filing board resolutions
Common to every entity
- Certificate of Incorporation (COI) from MCAMandatory
- Memorandum of Association (MOA)Mandatory
- Articles of Association (AOA)Mandatory
- Board Resolution (signed by Chairman & CS)Mandatory
- Attendance sheet of directorsMandatory
- Notice of Meeting (as per Section 101)Mandatory
- Previous Board Resolution (for reference)
- DIN of concerned directors (DIN KYC compliant)Mandatory
- Company Secretary certificate (if required by statute)
- MCA Form MGT-14 (for filing certain resolutions)
Entity-specific
| Entity | Additional documents |
|---|---|
| Private Limited Company | COI, MOA, AOA, board resolution, minute book entries, attendance sheet, MGT-14 (if required) |
| Public Limited Company | COI, MOA, AOA, board resolution, minute book entries, attendance sheet, Form MGT-14 |
| One Person Company (OPC) | COI, MOA, AOA, sole director resolution (no meeting required), minute book |
| Section 8 Company | COI, MOA, AOA, board resolution, prior approval from Central Government (if applicable) |
| LLP | LLP incorporation certificate, LLP agreement, partner resolution/consent, consent letter |
Get the resolution checklist as a PDF
A checklist of documents needed for common board resolutions.
How to pass a board resolution step by step
Follow this process to ensure your board resolution is valid, compliant, and enforceable.
Determine the type of meeting required
Decide whether a Board Meeting, EGM, or AGM is needed based on the matter. Most routine operational decisions can be handled at a Board Meeting. Matters like financial statement approval or dividend declaration require an AGM. Certain significant decisions require an EGM or special resolution.
Issue notice of meeting
Send notice to all directors at least 7 days in advance (Board Meeting) or 21 days (General Meeting) as per Section 101. Include the agenda, date, time, and venue of the meeting.
Convene and conduct the meeting
Ensure the quorum is met. The Chairperson presides over the meeting. For OPCs, a written resolution signed by the sole director suffices without a physical meeting.
Discuss each agenda item and take the resolution
Present each item for discussion. After discussion, the Chairperson puts the resolution to vote. Directors vote by show of hands or by poll. Record votes For, Against, and Abstained.
Record the resolution in the Minute Book
The Company Secretary records the resolution verbatim in the Minute Book. Include: date, time, venue, attendees, agenda items, resolutions passed, and voting results. Sign the minute book with the Chairman and CS.
Issue Certified True Copy
For external use (banks, MCA, regulators), issue a Certified True Copy signed by the Chairman and CS. State that it is a true copy of the resolution as recorded in the Minute Book.
File with MCA if required
Certain resolutions must be filed with MCA on Form MGT-14 within 30 days (e.g., special resolutions, certain board resolutions). Check if your resolution requires MGT-14 filing under Section 117.
The most common mistake companies make is passing a resolution verbally and not recording it in the minute book. Without a recorded minute, the resolution is not enforceable and can be challenged. Always ensure the CS records and signs the minute immediately after the meeting. For OPCs, the Companies Act allows written resolutions instead of meetings - but these must still be recorded in the minute book.
What it costs
Our board resolution generator is completely free to use. If you need a CS to draft or review, our plans below help.
Self-Serve
Generate resolutions yourself
- 11 pre-built templates
- Custom resolution builder
- Add attendees & voting
- Download & Print
- No signup required
CS Review
Company Secretary reviews your resolution
- Professional CS review
- Compliance check
- Suggestions for amendments
- Editable draft returned
- 2 revisions included
Full Compliance
End-to-end resolution + MGT-14 filing
- CS-drafted resolution
- Minute book entry
- MGT-14 filing with MCA
- Digital signature (DSC)
- Dedicated CS support
Full fee breakdown
| Particulars | Government fee | Professional fee |
|---|---|---|
| Board Resolution Generator (tool) | Nil | Free |
| CS Review service | Nil | ₹999 per resolution |
| Full Compliance package | Nil | ₹2,499 per resolution |
| MCA MGT-14 filing fee | ₹500-2,000 | Included in package |
| Stamp duty (if applicable) | Varies by state | Not our fee |
Not included in any tier:
- ✕ MCA statutory fees (form filing charges)
- ✕ Stamp duty on documents (state-dependent)
- ✕ Notary charges for certified true copies
- ✕ Any additional CS consultation beyond the plan scope
Which resolution service do you need?
Answer a couple of questions and we will recommend the right plan.
Is your company already incorporated?
Do you have an in-house Company Secretary?
Why use our Board Resolution Generator?
Legally compliant templates
- All 11 templates are drafted with reference to the Companies Act, 2013 - ensuring legal compliance(Companies Act, 2013)
- Includes mandatory 'RESOLVED THAT' and 'RESOLVED FURTHER THAT' format as per standard practice
- Section-specific templates (Section 139 for auditors, Section 161 for directors, Section 188 for RPTs)
Ready-to-use documents
- Download or print the complete resolution document with one click
- Includes Certified True Copy footer with signature blocks for Chairman and Company Secretary
- Professional formatting - suitable for bank submission and MCA filing
Save time and cost
- Generate a professional resolution in under 5 minutes - no need to hire a CA for routine resolutions
- Pre-filled templates mean you only need to fill company-specific details
- Free to use - no signup, no credit card, no limit on usage
Built-in compliance guidance
- Includes quorum requirements, notice periods, and voting thresholds for each meeting type
- Displays section references from the Companies Act for easy verification
- Notes on when Form MGT-14 filing is required
Common mistakes when drafting board resolutions
Passing a resolution but not recording it in the Minute Book
Section 118 mandates that every resolution must be recorded in the Minute Book. An oral resolution has no legal validity. The CS must record the resolution verbatim immediately after the meeting, and it must be signed by the Chairman.
Not meeting the quorum
A Board Meeting requires a minimum of 2 directors (or 1/3rd of the total directors, whichever is higher). A resolution passed without quorum is invalid. If quorum is not met, the meeting is adjourned - it cannot proceed.
Wrong voting threshold for special resolutions
A special resolution (e.g., alteration of MOA/AOA) requires 75% majority. Using a simple majority for a special resolution makes it invalid. Ensure the correct threshold is applied based on the matter.
Not filing Form MGT-14 within 30 days
Certain board resolutions (special resolutions, appointment of auditors, etc.) must be filed with MCA on Form MGT-14 within 30 days of passing. Missing the deadline attracts penalties under Section 137.
Issuing a Certified True Copy without proper authorization
Only the Chairman (for Board Meetings) or CS can issue a Certified True Copy. Ensure the signatory is properly authorized and their designation is mentioned.
Conflicting resolution with MOA/AOA
Before passing a resolution, verify it does not conflict with the company's objects as stated in the MOA or any provision in the AOA. Ultra vires resolutions are void.
For OPCs: holding a meeting instead of circulating a written resolution
The Companies Act, 2013 allows OPCs to pass resolutions by written circulation instead of convening a physical meeting. This saves time and is legally valid under Section 122.
Not mentioning DIN numbers of directors
When signing resolutions, directors must mention their DIN. MCA now requires DIN in all director-related filings. Ensure DIN is entered for each director who signs.
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How Bizeneed's Board Resolution Generator is different
Frequently asked questions
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.
Written by Priya Deshmukh, Corporate Governance Writer & Company Secretary
Last updated 6 September 2026
Sources
- Companies Act, 2013 - Section 118 (Minutes)
- Companies Act, 2013 - Section 179 (Board Powers)
- Companies Act, 2013 - Section 188 (RPT)
- Companies (Meetings of Board and its Powers) Rules, 2014
- MCA Form MGT-14 Filing Guide
This guide is for informational purposes only and does not constitute legal advice. Board resolution requirements may vary based on your company's Articles of Association and specific circumstances. Always consult a Company Secretary or legal professional for specific cases.
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