Corporate agreements

Board Resolution Certified True Copy

A Board Resolution (Certified True Copy) is an extract from the minutes of a board meeting, certified as accurate by a director or the Company Secretary. It serves as conclusive evidence of the board's decision on a specific matter.

This document is used to communicate the board's approval to external parties such as banks, regulatory authorities, or counterparties. It is not a court filing but a corporate-secretarial instrument governed by the Companies Act, 2013 and Secretarial Standard SS-1.

Draft this in LexPilot — freeHow AI drafting works
Governing law
Companies Act, 2013
Sections
s. 173s. 179s. 118

When this is the right filing

  • To open and operate a current bank account in the company's name.
  • To authorise a person to negotiate, finalise, and execute a contract or agreement on behalf of the company.
  • To accord board consent for borrowing money, granting loans, or creating security as required under Section 179(3).
  • To appoint an authorised signatory for statutory filings with the Registrar of Companies or GST authorities.
  • Do not use this for matters requiring a special or ordinary resolution of shareholders in a general meeting, such as certain share allotments or fundamental changes.

What the court looks for

  • The resolution number and a clear statement that it was passed at a duly convened board meeting with the requisite quorum under Section 174.
  • A precise description of the authority granted, including names of authorised persons, monetary limits, and the specific actions permitted.
  • A certification clause signed by a director or the Company Secretary confirming it is a true copy extracted from the signed minutes.
  • Compliance with the procedural requirements of Section 179(3) and Rule 8 of the Meetings of Board Rules, 2014, if the resolution concerns restricted powers.

The structure the court expects

The components of the filed format, in the order they appear. LexPilot fills every one of them from your facts and papers.

  1. 1Resolution no.
How it opens
CERTIFIED TRUE COPY of the resolution passed at the meeting of the Board of Directors of [company name] (the "Company") held on [meeting day] day of [meeting month], 20[meeting yy] at [meeting time] at [meeting venue][by vc], at which a quorum was present.

Bracketed items are filled from your case.

Frequently asked questions

Can this resolution be passed by circulation instead of at a meeting?

Resolutions on matters listed in Section 179(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, such as borrowing money or investing funds, must be passed at a duly convened board meeting. For other matters, a resolution by circulation under Section 175 is permissible if the articles allow it and the required majority of directors approve.

Who is authorised to sign a certified true copy of a board resolution?

A certified true copy is typically signed by a director or the Company Secretary of the company. The signatory certifies that the resolution is a true extract from the minutes of the board meeting, which have been recorded and signed in accordance with Section 118.

What is the difference between a board resolution and a shareholders' resolution?

A board resolution is passed by the board of directors for matters within their managerial and operational authority. A shareholders' resolution is passed at a general meeting for matters that the Companies Act, 2013 specifically reserves for shareholder approval, such as altering the memorandum or articles. A board resolution cannot substitute for a required shareholders' resolution.

Draft this in LexPilot — free

Free trial · Drafting assistance, not legal advice — always verify before filing.

More corporate agreements formats

All corporate agreements formats →