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Board Resolution For Issue Of Shares for India

Board Resolution For Issue Of Shares Template for India

A Board Resolution for Issue of Shares is a formal document under Indian corporate law that records the board of directors' decision to issue new shares in the company. This document, governed by the Companies Act, 2013, serves as official authorization for the creation and allotment of new shares, whether through rights issue, preferential allotment, or other mechanisms. It includes crucial details such as the number of shares to be issued, issue price, terms of allotment, and compliance declarations. The resolution must adhere to specific requirements under Indian corporate law and may need to address additional regulatory requirements if the company is listed or if foreign investment is involved.

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Board Resolution For Issue Of Shares

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What is a Board Resolution For Issue Of Shares?

A Board Resolution For Issue of Shares is a crucial corporate document required under Indian law whenever a company plans to increase its share capital by issuing new shares. This document is mandatory under the Companies Act, 2013, and related regulations, serving as the primary authorization for share issuance. It is typically used when companies need to raise additional capital, bring in new investors, implement employee stock options, or conduct rights issues. The resolution must detail the specific terms of the share issue, including the number of shares, issue price, and allotment criteria. It forms part of the company's permanent records and may be required by various stakeholders, including registrars, stock exchanges (for listed companies), and regulatory authorities. The document must demonstrate compliance with statutory requirements, corporate governance norms, and any specific regulations applicable to the type of share issue being undertaken.

What sections should be included in a Board Resolution For Issue Of Shares?

1. Title and Company Details: Name of the company, CIN, registered office address, and date of the board meeting

2. Meeting Details: Time, place, and attendance details of the board meeting, including quorum confirmation

3. Background: Brief context about the need for share issuance, current capital structure, and purpose of fundraising

4. Statutory References: Reference to relevant sections of Companies Act, 2013 and other applicable laws

5. Main Resolution: Core resolution for approval of share issuance, including number of shares, price, and class of shares

6. Terms of Issue: Specific terms including issue price, payment terms, and rights attached to the shares

7. Authorization: Authority granted to directors/officers to execute documents and take necessary actions

8. Compliance Declaration: Statement confirming compliance with relevant laws and regulations

9. Closure: Formal closure with Chairman's signature and date

What sections are optional to include in a Board Resolution For Issue Of Shares?

1. Foreign Investment Compliance: Required when shares are being issued to non-resident investors, including FEMA compliance details

2. Rights Issue Specific Terms: Include when the issue is a rights issue, detailing the entitlement ratio and related terms

3. Preferential Allotment Terms: Required for preferential allotments, including justification of price and identity of proposed allottees

4. Valuation Details: Required when the shares are being issued at a premium, including reference to valuation report

5. Pre-emptive Rights Waiver: Include when existing shareholders are waiving their pre-emptive rights

6. Special Terms for Different Classes: Required when issuing different classes of shares with varying rights

What schedules should be included in a Board Resolution For Issue Of Shares?

1. List of Allottees: Detailed list of proposed allottees with their details and number of shares to be allotted

2. Valuation Report Summary: Summary of the valuation report justifying the issue price

3. Existing Shareholding Pattern: Current shareholding pattern of the company

4. Post-Issue Shareholding Pattern: Expected shareholding pattern after the proposed issue

5. Draft Share Certificate Format: Format of share certificates to be issued (for physical shares)

6. Related Party Disclosure: If any allottees are related parties, details of relationship and pricing justification

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





















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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Infrastructure

Energy

Telecommunications

Professional Services

E-commerce

Education

Hospitality

Transportation

Agriculture

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Investor Relations

Board Secretariat

Corporate Affairs

Treasury

Risk Management

Relevant Roles

Company Secretary

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Investment Manager

Corporate Finance Manager

Financial Controller

Company Director

Board Chairman

Investor Relations Manager

Corporate Governance Officer

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