Board Resolution Template and How to Draft One (2026)

What is a board resolution, and when do you need one? A board resolution is a formal written record of a decision taken by a company's board of directors. It is the proof that the board, acting with proper authority, agreed to do something: open a bank account, borrow money, appoint an authorised signatory, approve a contract, issue shares, or call a general meeting. Banks, registrars, auditors and counterparties routinely ask for a certified copy before they act on the company's behalf. In India, under the Companies Act, 2013, the board can pass a resolution in two ways. It can pass it at a duly convened board meeting, where notice, quorum and minutes requirements apply, or, for many routine matters, by circulation under Section 175, where a written draft is sent to all directors and approved by a majority without a meeting. Some decisions cannot be passed by circulation and must be taken at a meeting. Certain resolutions must then also be filed with the Registrar of Companies. You need a board resolution whenever a decision needs the board's authority and a third party needs proof of it. A resolution that is properly worded, correctly passed and, where required, filed, is what lets a bank, a buyer or a regulator rely on the company's act. This article is general guidance, not legal advice. Board procedure is governed by the Companies Act, 2013, the rules under it, the Secretarial Standards, and the company's own articles, so have a company secretary or lawyer confirm the process for your company. ## Board resolution template Copy the block below and fill the bracketed fields. This is a resolution passed at a board meeting; the certification at the end turns it into a certified true copy for a bank or counterparty. ```

[COMPANY NAME] [CIN: ___________] [Registered office address] CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT [PLACE / BY VIDEO CONFERENCING] RESOLUTION: [SHORT TITLE, e.g. OPENING OF A CURRENT ACCOUNT] "RESOLVED THAT a [current / savings] account be opened in the name of the Company with [BANK NAME], [branch], and that the said bank be and is hereby authorised to honour cheques, instructions and instruments drawn on the said account. RESOLVED FURTHER THAT [NAME], [designation], and [NAME], [designation], be and are hereby authorised to operate the said account [singly / jointly] on behalf of the Company, and to sign and execute all documents and forms required by the bank for this purpose. RESOLVED FURTHER THAT a certified true copy of this resolution be furnished to the bank, and that the bank be and is hereby authorised to act on it until it receives written notice of any change." For [COMPANY NAME] _______________________ [Name] [Director / Company Secretary / Chairman] DIN / Membership No.: [ ] Date: [ ] Place: [ ]

- **The operative words.** Use "RESOLVED THAT" for each decision and "RESOLVED FURTHER THAT" for linked authorisations. Keep each resolution to one clear decision.
- **The authority granted.** Name the people authorised, say whether they act singly or jointly, and state exactly what they may do. A vague authority invites the third party to ask for a fresh resolution.
- **Who signs.** A director, the company secretary or the chairman usually certifies the copy, with their DIN or membership number and the date. ## Common mistakes to avoid - Passing a matter by circulation that the law requires to be decided at a meeting (for example approval of financial statements or borrowings in certain cases).
- Granting an authority wider or narrower than the decision actually taken.
- Forgetting that some resolutions must be filed with the Registrar of Companies on Form MGT-14 within 30 days.
- Missing quorum: under Section 174, the quorum is one-third of total strength or two directors, whichever is higher.
- No certified true copy, so the bank or counterparty will not act.
- Minutes that do not match the certified resolution. ## A note on process and jurisdiction For an Indian company, the process matters as much as the wording. A board meeting needs proper notice, the quorum under Section 174 (one-third of total strength or two directors, whichever is higher, with video participation counting toward quorum), and minutes. The first board meeting must be held within 30 days of incorporation, and at least four meetings must be held each year with no more than 120 days between them under Section 173, subject to lighter rules for small, one-person and dormant companies. A resolution by circulation under Section 175 needs the draft and papers sent to all directors and approval by a majority, but matters restricted by the rules cannot be passed this way and must go to a meeting. Secretarial Standard SS-1, issued by the ICSI, supplements these provisions and has been mandatory for most companies. Crucially, certain resolutions, including many under Section 179(3), must be filed with the Registrar on Form MGT-14 within 30 days under Section 117. The exact list, the private-company position and the penalties have changed over time, so confirm the current requirement for your company with a company secretary. <!-- [VERIFY: current MGT-14 filing list and private-company exemption] --> Outside India, company-law procedure differs by jurisdiction, so treat "varies by jurisdiction" as the default. Last verified October 2026. ## Where a contract and governance workspace helps A template gets a clean resolution drafted. The ongoing work is keeping resolutions, minutes and certified copies together, remembering which ones need an MGT-14 filing within 30 days, tracking the authorities you have granted, and producing a certified copy quickly when a bank or buyer asks. Drafting a board resolution and then keeping it together with its minutes and certified copies, tracking which ones need an MGT-14 filing within 30 days and the authorities you have granted, can run inside one AI workspace tuned to your company. [Adira](https://adiralaw.com) puts that into one place: it drafts a resolution from a template, keeps each one linked to the meeting, the minutes and the matter it authorises, records a live timeline of what was passed and when, and surfaces filing deadlines such as the 30-day MGT-14 window. This template is enough to pass and certify a resolution on its own; a workspace simply keeps the resolution, its proof and its filing deadline connected rather than scattered.