A Board Resolution is an official decision passed by the Board of Directors of a company during a board meeting. It records the company’s approval on important matters such as opening a bank account, appointment of auditors, change of registered office, authorization for GST filing, signing of agreements, and more.

This article explains the purpose, types, must-have contents, and provides ready-to-use Board Resolution formats with editable templates for companies.

What is a Board Resolution?

A Board Resolution is a formal written record of decisions taken by directors in a meeting convened under:

• Companies Act, 2013
• Secretarial Standards (SS-1 for Meetings of Board of Directors)

It becomes part of statutory records and is maintained in the Minutes Book.

When is a Board Resolution Required?

A company must pass a Board Resolution for actions such as:

• Opening or closing a bank account
• Appointment or resignation of directors
• Fixing annual general meeting date
• Approval of financial statements
• Power of attorney / authorization
• Approval for GST/Income Tax filings
• Loan approval and borrowing powers
• Change of registered office (within or outside city)
• Investment decisions
• Approving contracts & agreements

Essential Contents of a Board Resolution

Every Board Resolution should have:

1. Company Name
2. Notice of Meeting Details
3. Date, Time & Place of Meeting
4. Quorum Confirmation
5. Resolution Number
6. Specific Decision Taken
7. Authorization Clause (if applicable)
8. Signature of Chairman / Director
9. Company Seal (if used)

Board Resolution Format (Standard Template)

Format 1 – General Board Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF __________________________ PRIVATE LIMITED HELD ON _________ (DAY), _________ (DATE) AT _________ (TIME) AT THE REGISTERED OFFICE OF THE COMPANY AT _______________________________.

“RESOLVED THAT the Board of Directors of the Company hereby approves ______________________________________________ (mention purpose clearly).

RESOLVED FURTHER THAT Mr./Ms. _______________________________________, Director of the Company, be and is hereby authorised to sign, execute and submit all forms, documents, applications, declarations and to do all such acts and deeds as may be necessary to give effect to this resolution.”

For ________________________ Private Limited

_________________________
(Name)
Chairman / Director
DIN: _____________
Date: _____________
Place: ____________

Commonly Used Board Resolution Samples:

1. Board Resolution for Opening a Bank Account

“RESOLVED THAT a Current Account in the name of the Company be opened with __________________ Bank, ______________ Branch, and that the following authorised signatories shall operate the account:

1. Mr./Ms. ____________________________
2. Mr./Ms. ____________________________

RESOLVED FURTHER THAT the authorised signatories are permitted to sign cheques, online transactions, deposit/withdraw cash, and carry out all banking operations on behalf of the Company.”

2. Board Resolution for Authorized Signatory for GST

“RESOLVED THAT Mr./Ms. ________________________, Designation ________________, be and is hereby authorised to act as the Authorised Signatory for GST matters of the Company including filing returns, replying to notices, and completing all GST portal activities.”

3. Board Resolution for Appointment of Director

“RESOLVED THAT Mr./Ms. ____________________________, holding DIN ______________, be and is hereby appointed as Director of the Company w.e.f ____________.

RESOLVED FURTHER THAT Form DIR-12 be filed with the Registrar of Companies.”

4. Board Resolution for Change of Registered Office

“RESOLVED THAT the Registered Office of the Company be shifted from ______________________ to ______________________ within the local limits of the same city.

RESOLVED FURTHER THAT Mr./Ms. _____________________ is authorised to file Form INC-22 with the MCA.”

5. Board Resolution for Loan / Borrowing

“RESOLVED THAT pursuant to Section 179(3) of the Companies Act, 2013 the Board approves borrowing a sum of Rs. __________ from __________________ Bank/FI on such terms and conditions as may be mutually agreed.”

Compliance Tips for Board Resolutions

• Resolution must be recorded in Minutes Book within 30 days.
• Every resolution must be numbered sequentially.
• Quorum must be present as per Section 174.
• Maintain attendance register for board meetings.
• Keep signed & certified copies for ROC, banks, GST, audits, etc.

Conclusion

A properly written Board Resolution ensures legal validity, transparency, and compliance for company decisions. The above templates can be used for multiple corporate purposes with minor changes based on the specific requirement.