Board resolution
A formal decision taken by a company's board of directors at a meeting or by circulation, recorded in the minutes. Banks, registrars and other offices ask for a certified copy as proof of authority.
A company acts through its board of directors. When the company needs to open a bank account, sign a lease, borrow money or authorise someone to sign for it, the board passes a resolution. Third parties then rely on a certified true copy, signed by a director or the company secretary.
The law behind it
Section 179 of the Companies Act, 2013 sets out the board's powers and lists decisions that must be taken by resolution at a board meeting, such as borrowing, investing the company's funds, granting loans and approving financial statements. Section 175 allows some resolutions to be passed by circulation. Section 117 requires certain resolutions, including some board resolutions under Section 179(3), to be filed with the Registrar of Companies in Form MGT-14 within 30 days.
What a resolution should say
- Company name and CIN, and the date and place of the meeting.
- The exact decision, worded as 'Resolved that...'.
- Who is authorised to act and sign, and any limits.
- Certification as a true copy, with signature and designation.
Hold a proper meeting
Passing a resolution only on paper, without a real meeting or quorum, can make it invalid and expose directors to penalties. Record it in the minutes.
Draft a board resolution and board meeting minutes.
Checked against the sources below on 7 November 2026 IST. General information about Indian law, not legal advice for your case.