Download India-focused Board/Shareholder Resolution templates: director appointments/resignations, MOA/AOA alterations, capital increase, bank operations, auditors, CS, registered office change, conversions, accounts approval, and statutory authorisations.
Quick Overview
FAQs
What types of resolutions are included in this Resolution directory?
Templates for accepting director resignation, appointing directors (additional/alternate/first/MD), appointing auditors and company secretary, altering articles or main objects, increasing authorised share capital or number of directors, changing registered office, opening/changing bank account authority, authorising investments/mortgages, calling EGMs, conversion between private/public, approving annual accounts, PAN/IEC/sales tax registrations, and operational authorisations.
When is a Board Resolution versus a Shareholders Resolution required?
The Board handles routine and management matters (bank accounts, appointments within limits, investments, borrowing). Shareholders approve matters reserved under the Companies Act or articles (alteration of MOA/AOA, change of name, conversion, increase in authorised share capital beyond Board powers, certain appointments/remuneration), often by ordinary or special resolution.
What should a standard Board Resolution include?
Company name, meeting details (date/time/venue/mode), quorum confirmation, agenda items, precise resolved clauses, effective dates, authorisations (names/designations), and certification by the company secretary/director with meeting reference.
Which items typically require a Special Resolution?
Alteration of articles, change of company name (post CRC/RoC process), change of registered office across states, alteration of main objects, conversion of public to private (or vice versa as applicable), and increase of authorised share capital where articles or law require shareholder approval.
What filings follow passing resolutions?
File relevant e-forms with MCA (e.g., MGT-14 for special resolutions and certain board resolutions, DIR/KMP forms for appointments, PAS/SH forms for capital actions, INC forms for registered office changes), attach certified true copies of resolutions, and update statutory registers and bank/RBI/IEC records as needed.
How to structure a resolution for opening or changing a bank account authority?
Specify bank/branch, account types, authorised signatories with mode of operation (singly/jointly), limits, electronic banking mandates, KYC documents, and authority to execute and submit required forms and provide specimen signatures.
What is included in a resolution for appointment of Managing Director?
Term, remuneration components within Schedule V or approved by shareholders as needed, roles and powers, compliance with Sections 196/197/203, and authorisation to execute employment agreement and file requisite forms.
What details are needed for a resolution to increase authorised share capital?
Existing and proposed capital, alteration to capital clause of MOA, shareholder approval (ordinary/special as required), authority to file SH-7 with RoC, and to make consequential amendments to AoA if needed.
How is acceptance of a director’s resignation recorded?
Board notes and accepts the resignation effective from a specified date, records appreciation, authorises filing DIR-12, updates registers/ROC, and communicates to stakeholders/banks as needed.
Any drafting tips for resolutions involving regulatory authorisations (IEC, PAN, sales tax/GST)?
Name the specific application, designate authorised signatories, empower execution of forms and affidavits, submission of documents, payment of fees, and receipt of approvals, and require post-approval reporting to the Board.