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Board Of Directors Resolution Form for India

Board Of Directors Resolution Form Template for India

A Board of Directors Resolution Form is a formal legal document used in Indian corporate governance to record and evidence decisions made by a company's board of directors. Governed by the Companies Act, 2013 and related regulations, this document serves as official proof of board authorization for various corporate actions. The resolution must comply with Indian corporate law requirements, including proper formatting, necessary disclosures, and authentication procedures as specified in Secretarial Standards-1. It forms part of the company's official records and may need to be filed with regulatory authorities depending on the nature of the resolution.

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Board Of Directors Resolution Form

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What is a Board Of Directors Resolution Form?

The Board of Directors Resolution Form is a crucial corporate governance document used in Indian companies to formally document decisions made by the board of directors. This document is required under the Companies Act, 2013 and must comply with Secretarial Standards issued by the Institute of Company Secretaries of India. It is used for various purposes including approval of financial statements, appointment of key personnel, borrowing decisions, and other significant corporate actions. The resolution form becomes part of the company's permanent records and may need to be submitted to regulatory authorities such as the Registrar of Companies or stock exchanges (for listed companies). The document must include specific details about the meeting, the decision made, and be properly authenticated by authorized signatories.

What sections should be included in a Board Of Directors Resolution Form?

1. Title and Company Details: Full legal name of the company, CIN number, registered office address

2. Meeting Details: Date, time, venue/mode of meeting, type of meeting (regular/special)

3. Attendance Record: List of directors present, directors who attended via video conferencing, directors who sought leave of absence

4. Chairperson: Name of the person chairing the meeting

5. Quorum Confirmation: Statement confirming that required quorum was present

6. Notice Reference: Reference to the notice of the meeting and its proper service

7. Resolution Text: Clear and specific language of the resolution being passed

8. Voting Results: Record of how the resolution was passed (unanimous/majority) and any dissenting votes

9. Authentication: Signature of the Chairperson and/or Company Secretary, company seal

What sections are optional to include in a Board Of Directors Resolution Form?

1. Explanatory Statement: Required when the resolution deals with special business or requires additional context

2. Director Interest Disclosure: Required when any director has a personal interest in the matter being resolved

3. Regulatory Compliance Statement: Required when the resolution needs to comply with specific regulatory requirements

4. Previous Resolution Reference: Used when the current resolution modifies or relates to a previous board resolution

5. Implementation Instructions: Added when specific actions or implementation steps need to be documented

6. Noting of Documents: Required when specific documents were reviewed or considered while passing the resolution

What schedules should be included in a Board Of Directors Resolution Form?

1. Supporting Documents: Relevant documents reviewed by the board in making their decision

2. Financial Statements: Required when resolution relates to financial matters or transactions

3. Legal Opinions: Any legal opinions or professional advice considered by the board

4. Regulatory Approvals: Copies of any regulatory approvals or permissions relevant to the resolution

5. Related Agreements: Copies of agreements or contracts being approved through the resolution

6. Director Attendance List: Detailed list of directors' attendance including mode of attendance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions






























Clauses




















Relevant Industries

Banking and Financial Services

Information Technology

Manufacturing

Healthcare

Real Estate

Retail

Telecommunications

Energy and Utilities

Education

Transportation and Logistics

Professional Services

Media and Entertainment

Construction

Agriculture

Mining and Natural Resources

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board Support

Executive Management

Corporate Governance

Risk Management

Regulatory Affairs

Relevant Roles

Company Secretary

Director

Chief Executive Officer

Managing Director

Compliance Officer

Legal Counsel

Corporate Lawyer

Board Chairperson

Chief Financial Officer

Company President

Executive Director

Independent Director

Corporate Governance Officer

Risk Officer

Corporate Affairs Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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