Board Resolution Generator
Certified true copies of the board resolutions banks, GST and the ROC ask for.
Checks
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For general information only, not legal advice. Templates are generic starting points — have a qualified lawyer review anything you rely on.
About the Board Resolution Generator
Banks, the GST portal and the Registrar of Companies all ask a company for a certified true copy of a board resolution — that the Board opened the account and named its signatories, appointed the GST authorised signatory, shifted the registered office, or appointed the first auditor. This generator drafts them in the standard form: the letterhead with the CIN, the heading naming the meeting (or the circulation), each resolution with its “RESOLVED THAT” and “RESOLVED FURTHER THAT” clauses, and the certification signed by a director or the company secretary.
It checks the rules that trip people up: the quorum (one-third of the Board or two, whichever is higher — s.174), seven days’ notice (s.173), whether a matter may be passed by circulation or only at a meeting (s.179(3) and rule 8 — borrowing, for example, needs a meeting), the 30 days for the first auditor (s.139(6)) and for Form INC-22 after an office shift (s.12(4)), and the MGT-14 filing that public companies need for s.179(3) resolutions but private companies are exempt from.
How to use it
- Enter the company — name, CIN, registered office, and whether it is private, public or a One Person Company.
- Choose whether the resolution was passed at a meeting (date, time, place, directors and how many were present) or by circulation (dates and approvals).
- Add the resolutions — bank account, change of signatories, GST, another registration, office shift, first auditor, borrowing, or your own text — and fill in each one.
- List the directors or officers authorised to act on them, and who certifies the copy.
- Read the Checks, then download DOCX or PDF, print it on the letterhead, and sign it as a certified true copy. Tick “one copy per resolution” if the bank wants its own.
Examples
Meeting on 1 October 2026, 3 of 3 directors present · current account with any one of two directors signing · GST signatory · first auditor
Three numbered resolutions under one certified heading; quorum 2 of 3; first auditor due by 10 October 2026 (30 days from incorporation on 10 September).
A resolution to borrow Rs. 50 lakh, passed by circulation
Error: borrowing is a s.179(3)(d) power exercised only at a Board meeting — hold a meeting (video conferencing is allowed).
From Baner to Yerawada, effective 1 November 2026
Resolution under s.12 to shift within the local limits of Pune, and a note that Form INC-22 is due by 1 December 2026 with the new premises’ documents.
Common uses
- Opening a company’s first current account, or changing who signs its cheques.
- Appointing the authorised signatory for GST registration.
- Appointing the first auditor within 30 days of incorporation.
- Shifting the registered office within the same city before filing INC-22.
- Approving a bank loan at a Board meeting.
Meeting or circulation?
Most resolutions can be passed by circulation: the draft and papers go to every director (e-mail is allowed, Board Rules r.5) and it passes when a majority of the directors entitled to vote approve; if a third of the directors ask, it goes to a meeting instead; and it is noted at the next meeting (s.175). But some powers can be exercised only at a meeting — s.179(3): calls on shares, buy-back, issuing securities, borrowing, investing funds, loans, guarantees and security, approving the financial statements and Board’s report, diversification, amalgamation, takeovers — and rule 8 of the Board Rules: political contributions, appointing or removing key managerial personnel, and appointing internal and secretarial auditors. Directors may join by video conferencing (s.173(2)), and no matter is barred from such a meeting: rule 4 of the Board Rules, which barred some, was omitted.
Quorum and notice
A Board meeting needs at least seven days’ written notice to every director (s.173(3)); a shorter notice is possible only for urgent business, with an independent director present if the company has one. The quorum is one-third of the total strength — a fraction counts as one — or two directors, whichever is higher, and directors on video conference count (s.174(1)). Without a quorum the meeting stands adjourned to the same day and time next week unless the articles say otherwise (s.174(4)). A One Person Company with a single director is outside these rules (s.173(5)).
Filing and minutes
- MGT-14: resolutions under s.179(3) are filed with the Registrar within 30 days (s.117(1), (3)(g)) — but private companies are exempt from this (notification G.S.R. 464(E)).
- INC-22: a change of registered office is notified within 30 days with proof of the new premises (s.12(4); Incorporation Rules rr.25, 27). Moving outside the city, town or village needs a special resolution (s.12(5)).
- Minutes: prepared and signed within 30 days of the meeting (s.118(1)); companies must follow ICSI’s Secretarial Standard on Board meetings, SS-1 (s.118(10)).
- GST: FORM GST REG-01 asks for a copy of the resolution, with the authorised signatory’s acceptance, as proof of appointment.
The first auditor and borrowing limits
The Board appoints the first auditor within 30 days of registration, to hold office until the first annual general meeting; if it does not, the members appoint one at an extraordinary general meeting within 90 days (s.139(6)). Get the auditor’s written consent and eligibility certificate first, as for any appointment under s.139(1). A public company that would borrow beyond its paid-up capital, free reserves and securities premium (temporary loans from its bankers excluded) needs a special resolution of its members (s.180(1)(c)); private companies are exempt from s.180.
Sources
- Companies Act 2013 — ss.12, 117, 118, 139, 173, 174, 175, 179, 180
- Companies (Meetings of Board and its Powers) Rules 2014 — rr.4, 5, 8, as amended by G.S.R. 206(E) and G.S.R. 409(E)
- Exemptions to private companies, G.S.R. 464(E)
- Companies (Incorporation) Rules 2014 — rr.25, 27
- FORM GST REG-01, list of documents — authorisation of signatories (CGST Rules 2017); GSTN registration FAQs
- ICSI Secretarial Standard on Meetings of the Board of Directors (SS-1), revised version
Limitations
- A drafting aid, not legal or secretarial advice. Check the company’s articles of association, which can add requirements, and have a company secretary review important resolutions.
- Banks and lenders often require their own formats and specimen-signature forms; use theirs when they insist.
- Shareholder resolutions (special resolutions at general meetings), LLP resolutions and listed-company requirements under SEBI rules are not covered.
- The checks use the facts you enter; the tool cannot verify directors’ interests, disqualifications or the minutes themselves.
Privacy
Everything happens in your browser. Company details, directors’ names and DINs are not uploaded or stored by MySmartCoPilot. If you tick Keep a draft in this browser, the form is saved in this browser’s local storage until you untick it.
Frequently asked questions
Who signs a certified true copy of a board resolution?
A director or the company secretary, who signs under “Certified to be a true copy” with the company’s name, his or her designation and DIN (or the company secretary’s membership number).
Can a board resolution be passed by circulation?
Yes, for most matters — it needs approval by a majority of the directors entitled to vote, and is noted at the next meeting (s.175). Matters listed in s.179(3) (such as borrowing or approving accounts) and rule 8 (such as appointing key managerial personnel) must be passed at a meeting.
What is the quorum for a board meeting?
One-third of the total strength of the Board, with any fraction counted as one, or two directors, whichever is higher (s.174(1)). Directors attending by video conferencing count.
Do private companies have to file board resolutions in MGT-14?
Not for resolutions under s.179(3): the exemption notification (G.S.R. 464(E)) says s.117(3)(g) does not apply to private companies. Other resolutions listed in s.117(3) — special resolutions, for example — still have to be filed.
When must the first auditor be appointed?
By the Board within 30 days of the company’s registration; otherwise the members must appoint one at an extraordinary general meeting within 90 days. The first auditor holds office until the conclusion of the first AGM (s.139(6)).
Is a board resolution needed to shift the registered office?
Within the same city, town or village, a board resolution is enough; notify the Registrar in Form INC-22 within 30 days (s.12(4)). Moving outside those limits needs a special resolution of the members (s.12(5)).