A Generic Corporate Resolution is a fundamental document in Indian corporate governance, essential for documenting and implementing significant company decisions. This document type is required under the Companies Act, 2013, whenever a company needs to formally record decisions made by its board of directors or shareholders. It can be used for various purposes, including but not limited to appointing officers, opening bank accounts, approving financial statements, authorizing business transactions, or amending company policies. The resolution must include specific details such as the date and location of the meeting, the decision made, statutory references, and appropriate signatures. It serves as legal evidence of the company's decisions and may need to be submitted to various authorities such as the Registrar of Companies, banks, or regulatory bodies. The format and content must comply with Indian corporate law requirements and the company's constitutional documents.
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1. Title and Company Details: Full legal name of the company, CIN number, registered office address, and date of the resolution
2. Meeting Details: Type of meeting (Board/General), date, time, venue/mode of meeting, and quorum details
3. Attendance: List of directors/members present at the meeting
4. Chair: Identity of the chairperson of the meeting
5. Background and Context: Brief background explaining why the resolution is necessary
6. Resolution Text: The actual resolution being passed, using clear and unambiguous language
7. Statutory Reference: Reference to relevant sections of the Companies Act or other applicable laws
8. Certification: Statement certifying the resolution as true and accurate
9. Signature Block: Space for authorized signatories, typically including Company Secretary and/or Director
1. Voting Results: Include when the resolution is passed in a general meeting, showing the count of votes for and against
2. Regulatory Compliance Statement: Include when the resolution requires specific regulatory compliance or filings
3. Financial Impact Statement: Include when the resolution has significant financial implications
4. Implementation Timeline: Include when the resolution requires specific actions to be taken over time
5. Dissenting Notes: Include when there are formal objections or dissenting opinions recorded
6. Authority Delegation: Include when specific powers are being delegated to execute the resolution
1. Notice of Meeting: Copy of the notice sent to directors/members calling the meeting
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., valuations, reports)
3. Board/Committee Recommendations: If applicable, recommendations from the board or relevant committees
4. Regulatory Approvals: Copies of any pre-obtained regulatory approvals or permissions
5. Power of Attorney: If applicable, authorization documents for executing the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Manufacturing
Information Technology
Real Estate
Healthcare
Retail
Energy & Utilities
Telecommunications
Professional Services
Education
Construction
Logistics
Hospitality
Mining
Agriculture
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Affairs
Board of Directors
Corporate Governance
Risk Management
Regulatory Affairs
Executive Management
Finance
Relevant Roles
Company Secretary
Director
Managing Director
CEO
CFO
Legal Counsel
Compliance Officer
Corporate Governance Officer
Board Chairman
Independent Director
Executive Director
Chief Legal Officer
Corporate Affairs Manager
Risk Officer
Regulatory Affairs Manager
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