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.
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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
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
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
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Financial Services
Technology
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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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