How to Review a Board Resolution: a Clause-by-Clause Checklist

How do you review a board resolution before you rely on it? Start with one question: does this resolution actually authorise what someone is about to do, and was it passed with proper authority? A board resolution is only useful if the board had the power to take the decision, the decision was passed in a valid way, and the wording grants exactly the authority being claimed. Whether you are a bank taking a resolution for a new account, a counterparty relying on a signatory's authority, or a company secretary checking your own board's paperwork, the review is the same: confirm the power, confirm the process, and confirm the wording. A resolution that looks fine on its face can still fail on any of these. The board may have lacked the power (the matter needed shareholder approval). The process may have been defective (no quorum, or a matter passed by circulation that had to go to a meeting). Or the wording may grant more or less than the decision taken. Catching that before you act is far cheaper than unwinding a transaction later. 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 articles, so have a company secretary or lawyer confirm anything important. ## The clause-by-clause review checklist 1. Does the board have the power? Some decisions are the board's to make; others need shareholder approval by ordinary or special resolution, or sit outside the objects in the memorandum. Confirm the matter is within the board's authority and the company's articles.

2. Was the resolution passed in a valid way? For a meeting, check notice, the quorum under Section 174 (one-third of total strength or two directors, whichever is higher), and that minutes exist. For a resolution by circulation under Section 175, check it was sent to all directors with the papers and approved by a majority.
3. Could this matter be passed by circulation at all? Certain matters are restricted by the rules and must be decided at a meeting. A restricted matter passed by circulation is defective.
4. Does the operative wording match the decision and the need? Read the "RESOLVED THAT" words against what is about to happen. The authority should cover the act exactly, not something broader or narrower.
5. Is the authority to specific people clear? Are the authorised signatories named, and does it say whether they act singly or jointly, and for which documents? An open-ended authority is a risk for everyone relying on it.
6. Are dates and identities correct? Check the company name and CIN, the meeting date, the directors present, and that the people named still hold their positions.
7. Is a Registrar filing required? Resolutions under Section 179(3) and others listed in Section 117 must be filed on Form MGT-14 within 30 days. If the resolution is of that kind, confirm the filing is done or will be. <!-- [VERIFY: current MGT-14 filing list and private-company exemption] -->
8. Is it a properly certified true copy? For reliance by a third party, the copy should be certified and signed by a director, the company secretary or the chairman, with their DIN or membership number.
9. Does it match the minutes? The certified resolution should be consistent with the minutes of the meeting. A mismatch undermines both.
10. Is there an expiry or change mechanism? A good resolution tells the third party it may rely on the authority until it receives written notice of a change. Confirm that line is present where it matters. ## Red flags in a board resolution - The decision needed shareholder approval, but only the board passed it.

• A restricted matter, such as approval of financial statements or certain borrowings, was passed by circulation instead of at a meeting.
• The meeting did not meet the quorum under Section 174.
• The authority granted is wider than the decision, for example "to do all acts" when only one account was approved.
• A resolution that should have been filed on Form MGT-14 within 30 days was not filed.
• The certified copy is unsigned, undated, or signed by someone without authority.
• The resolution and the minutes do not match. ## A note on process and jurisdiction For an Indian company the validity of a resolution turns on the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, Secretarial Standard SS-1, and the company's articles. Board meetings must meet the notice, quorum and minutes requirements, with the first meeting within 30 days of incorporation and at least four meetings a year under Section 173 (lighter rules for small, one-person and dormant companies). Resolutions by circulation under Section 175 are valid only for matters not restricted by the rules. Filing obligations under Section 117, read with Section 179(3), are easy to miss and carry penalties. The current filing list and the private-company position have changed over time, so verify them for the company in front of you. Outside India, company-law procedure differs, so treat "varies by jurisdiction" as the default. Last verified October 2026. ## Where a contract and governance workspace helps Reviewing a board resolution means lining up several things at once: the company's articles and the limits on the board's power, the notice and quorum for the meeting, the minutes, the wording of the resolution, and any Registrar filing it triggers. When those sit in different files, it is easy to clear a resolution that is actually defective. Reading a board resolution alongside the articles, the notice and quorum, the minutes and any Registrar filing it triggers, and tracking the 30-day MGT-14 window can live in one AI workspace tuned to how your company is governed, rather than across separate files where a defective resolution slips through. Adira works this way. This checklist is enough to review one resolution well; a workspace is what keeps the resolution, its process and its filing together.