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Corporate documents

India Board Resolution Generator

Draft a board resolution for your Indian company in the English wording banks and the Registrar of Companies expect. Fill in the details and the document builds itself, with an optional Korean reference translation alongside. Download it as a PDF or an editable Word file.

Statutory rates as of 1 Apr 2026

Resolution type

Banking and signatories

Directors

Governance and annual process

Funding and capital

Company details

Entered once and kept in this browser, so you do not have to type it again.

Use the name exactly as it appears on the certificate of incorporation.

The 21-character CIN must appear on every official document (s.12(3)).

The address on record with the Registrar, which may differ from where you actually sit.

Type of company

The full strength of the board, used to compute the quorum.

Company details and director names stay in this browser. They are never sent to a server and never placed in the URL.

Meeting details

For a video meeting, state where the chairman was and record the mode of attendance in the minutes.

Directors present

The chairman signs the certified true copy.

Quorum check

Enter the total number of directors to check the quorum.

Board strength
0 directors
Quorum required
2 directors
Present
0 directors

The quorum for a board meeting is one-third of the total strength or two directors, whichever is higher, rounding any fraction up. Four directors need two present; seven need three. An interested director is excluded from the quorum for that item (s.174(3)). If fewer than two disinterested directors remain, the item cannot be passed.

Companies Act, 2013 s.174(1)

Resolution details

Opens a bank account in the name of the company and designates the authorised signatories and the mode of operation.

Use the full legal name of the bank as it appears on the account opening form.

An EEFC account lets the company hold foreign currency receipts without immediate conversion.

Joint operation by any two signatories is the common control standard.

Authorised Signatories

Signatories need not be directors, but the bank will run KYC on each of them.

Setting a limit adds a clause requiring a separate approval above that amount.

Board resolutions in India: a practical guide

Running an Indian subsidiary means a steady stream of requests for a board resolution — from banks, from the Registrar, from counterparties. What is a single set of minutes elsewhere becomes a separate, formally worded document in India, and a small departure from the expected wording gets it sent back. This page exists to remove that repetition.

What a board resolution is

It is the decision of the board, extracted from the meeting and issued as a standalone document for a third party. Minutes record the whole proceedings and must be entered in the minutes book within thirty days of the meeting under s.118. A resolution is the excerpt that leaves the building. The two are different documents, and this tool produces the second one — it does not replace your minutes.

When you need one

Banks ask most often: opening an account, changing signatories, applying for a facility, setting remittance limits. Registrar filings come next — Form DIR-12 for a director change, INC-22 for a change of registered office, PAS-3 for an allotment all carry the underlying resolution as an attachment. Third comes everyday commerce: lease deeds, GST registration, EPFO and ESIC enrolment and the income-tax portal all want proof of who may act for the company.

Quorum and notice

The quorum is one-third of the total strength of the board or two directors, whichever is higher, rounding fractions up (s.174(1)). Four directors need two; seven need three. Anything passed without a quorum is void. Notice of at least seven days must go to every director in writing, including by email (s.173(3)). A shorter notice is possible for urgent business, but at least one independent director must attend, and where the company has none the decision must be circulated to all directors and ratified. Small subsidiaries with two or three directors need to watch this closely — one departure can break the quorum overnight.

Circular resolutions

Section 175 allows a decision to be circulated and passed by a majority in writing without a meeting. It is fast but not universal. The items listed in s.179(3) — issuing securities, borrowing, investing funds, granting loans or guarantees, approving the financial statements and the board's report — must be passed at an actual meeting. If one-third of the directors ask for an item to be decided at a meeting, it goes to a meeting. A circular resolution must still be noted in the minutes of the next meeting.

Certified true copy

The original resolution stays in the company's minutes book; what goes out is a copy certified as true by a director or the company secretary. Banks and authorities accept only the certified version. The common seal has been optional since 2015, but companies that keep one usually affix it, and Indian practice prefers the copy to be printed on company letterhead.

The MGT-14 question

Section 117(3)(g) requires resolutions passed under s.179(3) to be filed with the Registrar. MCA notification G.S.R. 464(E) dated 5 June 2015 then disapplied that provision to private companies. Since most foreign subsidiaries are private limited companies, they approve financial statements or a parent loan without any MGT-14 filing. A public company must file within thirty days, with additional fees of up to twelve times the normal fee for delay. This tool combines the template you picked with the type of company and shows the answer directly.

How it differs from minutes elsewhere

First, language: documents filed with the Registrar or handed to a bank are in English, and any other language version is a courtesy translation without legal standing. Second, form: Indian resolutions use the fixed formulas 'RESOLVED THAT' and 'RESOLVED FURTHER THAT'. Third, the DIN: every Indian director carries an eight-digit identification number that must appear alongside the name. Fourth, downstream filings fan out across the MCA, the RBI, the GST authorities and the labour funds, each with its own clock. Fifth, dates cannot be moved: the filing deadlines run from the date of the resolution and the electronic record is permanent.

Frequently asked questions

Yes. Section 173(2) permits attendance by video conferencing or other audio-visual means, and such attendance counts towards the quorum. The chairman must confirm the identity of each remote participant at the start and the minutes must record the mode of attendance. The meeting is ordinarily taken to be held where the chairman was.

Yes — attendance from outside India by video counts. The resident director requirement is separate: under s.149(3) at least one director must have stayed in India for 182 days or more in the previous financial year, and that has to hold regardless of how meetings are attended.

The operative text should be English. Indian banks, the MCA and the tax authorities accept English (or Hindi). Keep any other language version for internal approval and record-keeping. That is why this tool offers a bilingual output that always states that the English text is the original.

At least seven days, in writing or by email, to every director including those abroad (s.173(3)). A shorter notice is allowed for urgent business, but at least one independent director must be present; where the company has no independent director the decision must be circulated to all directors and ratified before it takes effect.

If the company is a private limited company there was no obligation to begin with. For a public company, additional fees accrue with the delay, up to twelve times the normal fee, and a delay beyond 300 days can move the matter into adjudication under s.454. Filing as soon as the omission is noticed is always the cheaper path.

A director or the company secretary. In practice the chairman of that meeting signs, and this tool places the chairman in the signature block. Some banks want two directors to sign, so check the requirement of the institution you are filing with.

No. The 2015 amendment made the common seal optional; where a company has none, signatures of two directors, or a director and the company secretary, suffice. Some Indian banks still ask for a seal, so many companies keep one for convenience.

Under s.184(2) that director must disclose the interest and cannot participate in the discussion or vote, and under s.174(3) is excluded from the quorum for that item. If fewer than two disinterested directors remain, the item cannot be decided by the board. This bites most often on transactions with the parent company — group loans and service agreements.

It is a bad idea. Deadlines for DIR-12, PAS-3, INC-22 and others run from the date of the resolution, and the electronic filing record and bank remittance advices are permanent. A mismatched date can put you outside a deadline that has already expired, or breach a rule such as the sixty-day allotment window in s.42(6). It is one of the first things a due diligence exercise checks.

Please have it reviewed first. These templates collect wording that is widely used in Indian practice, but they are not legal advice. Your articles of association may impose extra conditions, and the receiving bank or authority may insist on its own format. The Word download exists precisely so that your counsel or company secretary can adjust it.

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