Board Resolution

[company_name] CIN: [company_cin] Registered office: [registered_office] CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS HELD ON [meeting_date] AT [meeting_venue] DIRECTORS PRESENT [directors_present] The Chairperson confirmed that the requisite quorum was present and that the meeting was duly constituted. RESOLUTION [resolution_text] AUTHORITY [authorised_persons] RESOLVED FURTHER THAT the person(s) named above be and are hereby severally authorised to do all such acts, deeds and things, to sign and execute all such documents, and to give all such directions as may be necessary or expedient to give effect to this resolution, and that all acts done pursuant to this authority be and are hereby ratified and confirmed. RESOLVED FURTHER THAT a certified true copy of this resolution be furnished to such persons and authorities as may require it. CERTIFIED TRUE COPY For [company_name] ____________________________ [chairperson] Chairperson / Director DIN: Date: [certification_date] ──────────────────────────────────────────────────────────────── WHAT MAKES A BOARD RESOLUTION ACCEPTABLE Banks, registries and counterparties refuse board resolutions more often than companies expect, and almost always for the same reasons. 1. IT MUST BE A CERTIFIED TRUE COPY, signed by a director or the company secretary, with the DIN or membership number stated. An unsigned copy, or one signed by an employee who is not a director, is not acceptable. 2. THE AUTHORISED PERSON MUST BE NAMED AND IDENTIFIED. "The Managing Director is authorised" is weaker than naming the person with their DIN. Where a bank is to act on it, they will want the specimen signature too. 3. THE AUTHORITY MUST ACTUALLY COVER WHAT IS BEING DONE. A resolution authorising someone to "open a bank account" does not authorise them to borrow. Draft the authority to match the transaction. 4. QUORUM AND THE DATE MUST BE CONSISTENT with the minute book. A resolution certified for a meeting that the minutes do not record is a serious problem, not a clerical one. SECTION 179 powers — borrowing money, investing funds, granting loans, approving financial statements, and others listed there — must be exercised by the Board at a MEETING, and cannot be delegated by circulation in the ordinary way. MINUTES must be entered in the minute book within THIRTY DAYS of the meeting under Section 118, signed and dated by the Chairperson. The resolution above is a copy taken from those minutes — it does not replace them, and a company that issues certified copies while neglecting the minute book is storing up a problem.