What We Need to Draft Your Resolution
To draft a resolution correctly, we typically need:
The decision
- For: Drafting the resolution
- Notes: What is to be decided
Company details
- For: The resolution/records
- Notes: Name, CIN, registered office
Director details
- For: The board/meeting
- Notes: Directors and their roles
Third-party requirement
- For: Fitting the resolution
- Notes: Bank/authority wording, if any
Relevant particulars
- For: The specific decision
- Notes: Amounts, names, accounts, etc.
Meeting details
- For: Minutes (if a meeting)
- Notes: Date, attendees, quorum
Prior resolutions/records
- For: Continuity
- Notes: Existing minutes/registers
Any filing requirement
- For: ROC filing
- Notes: Where MGT-14 etc. applies
Our Board Resolution Process
Step 1 – Understand the decision
We learn what needs deciding and for whom.
Step 2 – Advise the route
We confirm board, circulation or shareholder approval.
Step 3 – Gather details
We collect the company, director and matter particulars.
Step 4 – Draft the resolution
We draft it correctly for the matter and purpose.
Step 5 – Prepare meeting papers
Where a meeting's needed, notice, agenda and minutes.
Step 6 – Support the passing
We help the resolution be passed by the right route.
Step 7 – Record in minutes
We help record it in the minutes and registers.
Step 8 – Provide certified copies
We issue certified true copies for third parties.
Step 9 – Arrange ROC filing
Any MGT-14 or other filing, via associated professionals.
Step 10 – Keep records in order
We help maintain your secretarial records.
Step 11 – Handle recurring needs
We support future resolutions as they arise.
Get Your Board Resolution Done Without the Hassle
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Board Resolutions in Vasai Virar - Drafting & Secretarial Support
Does your company need a board resolution to open a bank account, authorise a signatory, take a loan, appoint a director or approve some other decision? A board resolution is the formal record of a decision taken by your company’s board of directors and banks, authorities and third parties routinely require a properly drafted, certified copy before they’ll act on it. Getting them right – correctly drafted, properly passed and recorded, keeps your company’s governance sound and your dealings moving. Digital Vasai Tax provides board resolution drafting and secretarial support in Vasai Virar, with any certification or ROC filing handled through associated professionals.
A board resolution is a formal decision made by the board of directors of a company, recorded in writing. Companies, being separate legal entities, act through their board, and many decisions – opening or operating bank accounts, appointing authorised signatories, borrowing money, appointing or changing directors, approving accounts, allotting shares, changing the registered office and much more, must be formally decided and documented by the board. That documentation is the board resolution: it records what was decided, so there’s a clear, authoritative record the company, its directors, banks, authorities and other parties can rely on. Board resolutions are typically passed at a board meeting (or for certain matters, by circulation), recorded in the minutes, and where a bank or third party needs to act on one provided as a certified true copy.
Getting board resolutions right matters for good corporate governance and smooth dealings. Under the Companies Act, 2013, there are proper ways to pass resolutions at duly convened board meetings with the required notice and quorum or by circulation where permitted and certain important matters must be decided at a board meeting, while some decisions need shareholder approval rather than (or in addition to) a board resolution. Certain resolutions must also be filed with the Registrar of Companies. A resolution that isn’t properly drafted, passed by the right route, or recorded correctly can be questioned, rejected by a bank or leave a governance gap. Our role at Digital Vasai Tax is to get these right: we draft board resolutions correctly for the matter at hand, advise on the proper route (board meeting, circulation, or shareholder approval), help maintain the minutes and records and provide certified copies with any certification, digital signatures or ROC filing handled through associated professionals. Two honest points run throughout: a board resolution must record a genuine decision actually taken by the board resolutions can’t be fabricated or backdated to create a decision that wasn’t made and proper procedure matters, the right route and records are what make a resolution valid and accepted. This page explains board resolutions in full – what they are, when they’re needed, how they’re done, common mistakes and the questions Vasai-Virar companies ask us. Read on or jump to the section you need.
How Board Resolutions Are Properly Passed
Under the Companies Act, 2013, board resolutions must be passed correctly to be valid. The key elements:
- At a board meeting: most resolutions are passed at a duly convened board meeting, held with proper notice to directors and the required quorum present.
- By circulation (certain matters): some resolutions can be passed by circulating them to the directors for approval without a meeting; but certain important matters must be decided at an actual meeting and can't be passed by circulation.
- Recorded in the minutes the resolution and decision are recorded in the minutes of the meeting, which are maintained in the minutes book within the prescribed time.
- Certified true copies: certified copies of the resolution can be issued for banks and third parties.
- ROC filing where required: certain resolutions must be filed with the Registrar of Companies (for example, in Form MGT-14) within the prescribed time.
How We Help - Drafting and Secretarial Support
It’s helpful to be clear about how the work is done and where professionals come in:
- We understand the decision: we learn exactly what the company needs to decide and why.
- We advise the route: board resolution, resolution by circulation, or shareholder approval, as the matter requires.
- We draft correctly: we draft the resolution (and any notice, agenda or minutes) properly for the matter.
- We support the record: we help ensure the resolution is recorded in the minutes and the registers are maintained.
- We provide certified copies: for banks, authorities and third parties, in the form required.
- We arrange filing where needed: any ROC filing (e.g. MGT-14), digital signatures, or professional certification is handled via associated professionals.
Benefits of Getting Board Resolutions Done Through Us
Done properly, your resolutions are correct, valid and accepted. Here’s what we provide.
| Benefit | Description |
|---|---|
|
Correctly drafted |
Resolutions worded properly for the matter. |
|
Right route advised |
Board, circulation or shareholder, as needed. |
|
Valid & accepted |
Passed and recorded correctly. |
|
Bank-ready |
Certified copies banks will act on. |
|
Proper minutes |
The decision recorded in the minutes. |
|
Records maintained |
Minutes and registers kept in order. |
|
ROC filing handled |
MGT-14 and others filed where required. |
|
Genuine decisions |
Recording what the board actually decided. |
|
Governance sound |
Good corporate governance upheld. |
|
Certified true copies |
Provided in the form third parties need. |
|
Quick turnaround |
Drafted efficiently for your need. |
|
Meeting support |
Notice, agenda and minutes where a meeting’s needed. |
|
Right resolution type |
Board vs ordinary vs special, correctly used. |
|
Compliance met |
Filing timelines observed. |
|
Certification arranged |
Via associated professionals where needed. |
|
Consistent records |
Aligned with your other filings. |
|
Local & accessible |
A Vasai-Virar team to work with. |
|
Ongoing support |
Recurring resolutions handled smoothly. |
|
Honest guidance |
Clear on what your matter requires. |
|
Transparent fees |
Cost agreed upfront. |
|
Time saved |
Governance paperwork off your plate. |
|
One-stop support |
Resolutions alongside ROC, tax and accounts. |
What Is a Board Resolution?
A board resolution is a formal decision taken by the board of directors of a company, recorded in writing. Because a company is a separate legal entity that can only act through its board and officers, its significant decisions need to be formally made and documented by the board and the board resolution is that document. It sets out the decision the board has taken (for example, to open a bank account, to authorise a person to sign on the company’s behalf, to borrow a sum of money or to appoint a director), so that there is a clear, authoritative record of the company’s decision. This record is what the company relies on internally and what banks, government authorities and other third parties ask to see (usually as a certified true copy) before they’ll act on the company’s decision – a bank won’t open an account or accept a signatory, for instance, without the board resolution authorising it.
Board resolutions are passed through proper procedure under the Companies Act, 2013. Most are passed at a board meeting – a duly convened meeting of the directors, held with the required notice and quorum where the directors consider and approve the decision, which is then recorded in the minutes of the meeting. Certain matters can instead be passed by circulation (a resolution circulated to and approved by the directors without a formal meeting), though some important matters must be decided at an actual board meeting and can’t be passed by circulation. Once passed, the resolution is recorded in the minutes, and a certified true copy can be issued for use with banks or third parties. Some resolutions must additionally be filed with the Registrar of Companies within a set time. Getting the route and the record right is what makes a resolution valid and accepted, which is exactly what we handle, drafting the resolution correctly and advising on the proper procedure.
Common matters needing a board resolution
| Matter | Typical resolution |
|---|---|
|
Bank accounts
|
Opening/closing/operating a company account
|
|
Authorised signatory
|
Authorising who can sign for the company
|
|
Borrowing / loans
|
Approving a loan or facility
|
|
Director changes
|
Appointing or noting resignation of a director
|
|
Approving accounts
|
Adopting the financial statements
|
|
Allotment of shares
|
Issuing/allotting shares (see our share page)
|
|
Registered office
|
Changing the registered office
|
|
Appointing auditor
|
Appointing/filling a casual vacancy of auditor
|
|
Authorising a person
|
To act, sign or represent the company
|
|
Other decisions
|
Contracts, investments and more
|
Get Your Board Resolution Done Without the Hassle
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Who Needs Board Resolutions?
Companies of all kinds need board resolutions regularly. It’s especially relevant if:
Company Decisions
Which acts through board decisions.
Banking Requirements
Banks require a board resolution.
Authorised Signatories
Approving authorised representatives.
Loans & Credit Facilities
Board approval for business finance.
Director Appointments
Which needs board actions
Share Allotments
Approvals for issuing company shares.
Third-Party Approvals
Who require an authorising resolution.
Statutory Record Keeping
With proper minutes and resolutions.
Board Resolution vs Shareholder Resolution
A common point of confusion is the difference between a board resolution and a shareholder resolution, they’re passed by different people, for different kinds of decisions:
- Board resolution: passed by the board of directors, for decisions within the board's powers (most day-to-day and management decisions); passed by a majority of the directors.
- Shareholder resolution: passed by the shareholders (members) at a general meeting, for matters that require their approval. These are of two kinds: an ordinary resolution (passed by a simple majority) and a special resolution (passed by a higher majority, generally 75%), depending on the matter.
Some decisions can be taken by the board alone; others require shareholder approval (by ordinary or special resolution), sometimes in addition to a board resolution. Using the wrong route – a board resolution where shareholder approval was needed or vice versa can make the decision defective. Part of getting this right is knowing which matters need which resolution and in what form. We advise on the correct route for your decision and prepare the right resolution(s) accordingly, so the decision is validly made.
25 Board Resolution Mistakes to Avoid
These errors cause rejected resolutions and governance problems. We help you avoid every one.
| Mistakes | Description |
|---|---|
|
Wrong resolution type |
Board where shareholder approval was needed. |
|
Using circulation where a meeting’s required |
Certain matters must be at a meeting. |
|
Poorly drafted wording |
A resolution a bank won’t accept. |
|
Backdating a resolution |
Recording a decision to a date it wasn’t made. |
|
Fabricating a decision |
A resolution for a decision never taken. |
|
No proper notice |
A meeting not validly convened. |
|
No quorum |
A meeting without the required directors. |
|
Not recording in the minutes |
A decision with no proper record. |
|
No certified true copy |
Third parties can’t act on it. |
|
Missing an ROC filing |
MGT-14 etc. not filed in time. |
|
Wrong company particulars |
Errors in name, CIN or details. |
|
Vague authorisation |
Unclear who’s authorised to do what. |
|
Ignoring shareholder approval |
Skipping a needed general meeting. |
|
Inconsistent records |
Minutes and registers not aligned. |
|
Not maintaining registers |
Statutory records left incomplete. |
|
Copy-paste generic wording |
Not fitting the actual decision. |
|
Wrong majority |
Not meeting the required majority. |
|
No agenda |
A meeting without proper papers. |
|
Ignoring the third party’s format |
Not matching the bank’s requirement. |
|
Losing the minutes book |
No record of past decisions. |
|
Not updating on director changes |
Resolutions with outdated directors. |
|
Late filing |
Missing the ROC timeline. |
|
No professional filing where needed |
DIY on a filing requiring a professional. |
|
Assuming any resolution works |
Not matching the specific requirement. |
|
No professional support |
Handling governance paperwork alone. |
Why Choose Digital Vasai Tax for Board Resolutions
We’re a local Vasai-Virar practice handling company compliance, accounting and tax, working with associated professionals (such as Company Secretaries and Chartered Accountants) for certification and ROC filing where needed, so we can get your resolutions right and handle any filing properly. For board resolutions specifically, here’s what sets us apart.
Correct drafting
Right-route advice
Bank-ready copies
Minutes & records
Filing handled
Governance-sound
Meeting support
Consistent records
Honest guidance
Correct
drafting
Right-route
advice
Bank-ready
copies
Minutes &
records
Governance
sound
Meeting
support
Consistent
records
Honest
guidance
Why Customer Trust Us
Companies trust us because we get their resolutions right, correctly drafted for the matter, passed by the proper route (board, circulation or shareholder approval), recorded in the minutes and provided as certified copies banks and authorities will act on with any ROC filing handled through associated professionals. We’re honest about governance: we draft records of genuine decisions, properly passed and won’t backdate or fabricate. Because we also handle your accounts, tax and other ROC compliance, resolutions are consistent with your wider records and done in one place. Keeping companies’ governance sound and their dealings moving, correctly and honestly, is what earns lasting trust.
Who We Help
We provide board resolution and secretarial support to all kinds of companies.
| Applicant | Typical resolution need |
|---|---|
|
Private limited companies
|
Bank, loan, signatory, director resolutions
|
|
Newly incorporated companies
|
First bank account and set-up resolutions
|
|
Companies taking loans
|
Borrowing authorisation resolutions
|
|
Companies changing signatories
|
Authorised-signatory resolutions
|
|
Companies changing directors
|
Appointment/resignation resolutions
|
|
Companies allotting shares
|
Allotment resolutions (see share page)
|
|
Companies dealing with authorities
|
Authorising resolutions
|
|
Companies keeping records
|
Minutes and register maintenance
|
|
OPCs
|
Resolutions suited to a one-person company
|
|
Companies switching advisors
|
Getting records in order
|
Get Your Board Resolution Done Without the Hassle
Share you detail. We will advise you on next steps.
How We've Helped - Representative Examples
1. A Vasai company opening a bank account
Problem:
A newly incorporated company needed a board resolution to open its bank account and authorise signatories.
Solution:
We drafted the resolution to the bank’s requirement, helped record it in the minutes and provided a certified copy.
Outcome:
The bank opened the account without issue.
2. A Nalasopara company taking a loan
Problem:
A company needed to authorise borrowing and wasn’t sure of the correct procedure.
Solution:
We advised that the matter required a board meeting, prepared the papers and resolution and arranged any filing via associated professionals.
Outcome:
The borrowing was validly authorised and the lender satisfied.
3. A Virar company with disorganised records
Problem:
A company had passed decisions informally, with minutes and registers not properly maintained.
Solution:
We helped put the secretarial records in order and set up proper resolution and minute-keeping going forward.
Outcome:
The company’s governance records were brought into good order.
Board Resolution Myths and the Truth
Myth 1
" All resolutions can be passed by circulation."
Truth
Certain matters must be at a board meeting.
Myth 2
"Banks accept any resolution wording."
Truth
They need a proper, often certified, resolution.
Myth 3
"Small companies don't need resolutions."
Truth
Companies act through board decisions regardless.
Myth 4
"A verbal decision is enough."
Truth
Decisions must be recorded in a resolution/minutes.
Myth 5
"Resolutions never need ROC filing."
Truth
Certain resolutions must be filed (e.g. MGT-14).
Myth 6
"Minutes are optional."
Truth
Recording in the minutes is required
Myth 7
"Any director can pass it alone."
Truth
It needs the board (or the right process).
Myth 8
"Shareholder approval is never needed."
Truth
Some matters require a general meeting.
Myth 9
"One template fits every decision."
Truth
Wording must fit the specific matter.
Myth 10
"Registers don't matter."
Truth
Statutory registers must be maintained.
Conclusion
Board Resolutions are a fundamental part of corporate governance, providing the legal authority to approve important business decisions and ensuring compliance with the Companies Act and MCA regulations. Whether your company is appointing directors, opening a bank account, approving borrowings, issuing shares or authorising any significant business action, a properly drafted and documented board resolution is essential for smooth operations and regulatory compliance.
Our Board Resolution services ensure that every resolution is prepared accurately, tailored to your specific business requirement and supported with the necessary documentation. We help you draft legally compliant resolutions, maintain proper records and complete all related corporate formalities, reducing the risk of errors, delays or compliance issues.
With our professional expertise and attention to detail, you can confidently implement key business decisions while maintaining strong corporate governance and statutory compliance. Let us simplify your board resolution process so your company can operate efficiently and focus on achieving its business goals.
Need Expert
Guidance
FAQs
What is a board resolution?
A board resolution is a formal decision taken by the board of directors of a company, recorded in writing. Because a company is a separate legal entity that acts through its board, many of its decisions: opening or operating bank accounts, authorising signatories, borrowing money, appointing or changing directors, approving accounts, allotting shares, changing the registered office and more, must be formally decided and documented by the board. The board resolution is that documentation: it records what was decided, creating a clear, authoritative record the company, its directors, banks, authorities and other parties can rely on. Resolutions are passed through proper procedure under the Companies Act, 2013, most at a duly convened board meeting, some by circulation and recorded in the minutes. We draft and support them across Vasai-Virar.
What does your board resolution service include?
The whole process: we understand the decision and for whom it’s needed, advise the route (board resolution, circulation or shareholder approval), gather the company/director/matter particulars, draft the resolution correctly for the matter and purpose, prepare meeting papers (notice, agenda, minutes) where a meeting’s needed, support the passing by the right route, help record it in the minutes and registers, provide certified true copies for third parties, arrange any ROC filing (e.g. MGT-14) via associated professionals, help keep your secretarial records in order and handle recurring resolution needs. Governance paperwork taken off your plate.
Why do board resolutions matter?
Because they’re how a company formally makes and records its significant decisions and banks, authorities and third parties routinely require a properly drafted, certified copy before they’ll act. A bank won’t open an account or accept a signatory without the authorising resolution; a lender won’t advance without a borrowing resolution. Getting them right, correctly drafted, passed by the proper route and recorded, keeps your governance sound and your dealings moving. A resolution that isn’t properly drafted, passed by the right route or recorded correctly can be questioned, rejected by a bank or leave a governance gap. We make sure yours are valid and accepted.
Why use a professional for board resolutions?
Because there’s a right route for each decision (board meeting, circulation or shareholder approval), specific wording third parties will accept, minutes and registers to maintain and certain resolutions that must be filed with the ROC on time and getting any of these wrong means a rejected resolution or a governance gap. A generic template a bank won’t accept, using circulation where a meeting was required or missing an MGT-14 filing all cause problems. We draft correctly for the matter, advise the proper route, maintain the records, provide certified copies and handle any filing, so your resolutions are valid, accepted and consistent with your wider compliance.
What makes Digital Vasai Tax right for board resolutions?
We get your resolutions right, correctly drafted for the matter, passed by the proper route (board, circulation or shareholder approval), recorded in the minutes and provided as certified copies banks and authorities will act on, with any ROC filing handled through associated professionals. We’re honest about governance: we draft records of genuine decisions, properly passed and won’t backdate or fabricate. Because we also handle your accounts, tax and other ROC compliance, resolutions are consistent with your wider records and done in one place. We’re a local Vasai-Virar practice, working with associated Company Secretaries and Chartered Accountants for certification and filing where needed.
Why does a company need resolutions to make decisions?
Because a company is a separate legal entity, it can only act through its board and officers, not on its own. So its significant decisions need to be formally made and documented by the board and the board resolution is that document. It sets out the decision (to open a bank account, authorise a signatory, borrow money, appoint a director and so on), creating a clear, authoritative record of what the company decided. Without a resolution, there’s no formal company decision for others to rely on, which is why a bank, for instance, won’t act without one. We create that authoritative record properly.
What kinds of decisions need a board resolution?
A wide range, commonly: opening, closing or operating bank accounts; authorising who can sign or act for the company (an authorised signatory); borrowing money or availing a loan/credit facility; appointing or noting the resignation of a director; adopting the financial statements; allotting or issuing shares; changing the registered office; appointing an auditor (or filling a casual vacancy) and authorising a person to act, sign or represent the company plus contracts, investments and more. Essentially, whenever the company makes a significant decision, particularly one a bank, authority or third party needs to act on a board resolution formally records and authorises it. We draft the right one for your matter.
Is a verbal decision or informal agreement enough?
No, it’s a myth that a verbal decision is enough. Company decisions must be recorded in a resolution and the minutes; a decision the directors merely agreed verbally, without a proper resolution and record, isn’t documented in the way banks, authorities, auditors and the law require. This is a common trap for small companies that make decisions informally, the decision may have been made, but without the resolution and minutes there’s no authoritative record to rely on later. We turn genuine board decisions into properly drafted, recorded resolutions, so there’s a sound record rather than an undocumented understanding.
Do small companies really need board resolutions?
Yes, it’s a myth that small companies don’t need them. Every company, whatever its size, acts through board decisions and the same requirement to formally decide and record significant matters applies. A small private company still needs a board resolution to open its bank account, authorise a signatory, borrow or appoint a director, banks and third parties require it regardless of company size. Assuming a small company can skip resolutions is exactly how governance gaps build up. We provide resolution drafting and secretarial support to companies of every size, including the smallest.
What is a certified true copy and why do banks want one?
A certified true copy is an authenticated copy of the resolution, certified as a true copy of what the board passed — and it’s what banks, authorities and other third parties usually require before they’ll act on the company’s decision. A bank won’t open an account or accept a signatory on the strength of an uncertified draft; it wants a proper, certified resolution, often in a form or with wording suiting its requirements. It’s a myth that banks accept any resolution wording. We provide certified true copies in the form third parties need, so your bank or authority acts on the resolution without a hitch.
How is a board resolution properly passed?
Under the Companies Act, 2013, there are proper ways to pass resolutions and using the right one is what makes them valid. “At a board meeting”: most resolutions are passed at a duly convened board meeting, held with proper notice to directors and the required quorum present. “By circulation”: some resolutions can be passed by circulating them to the directors for approval without a meeting but certain important matters must be decided at an actual meeting and can’t be passed by circulation. Once passed, the resolution is “recorded in the minutes”, a “certified true copy” can be issued for third parties and certain resolutions must be “filed with the ROC”. We advise the correct route and handle it.
What's the difference between passing a resolution at a meeting vs by circulation?
A board meeting is a duly convened meeting of the directors, held with the required notice and quorum, where the directors consider and approve the decision, which is then minuted. “Circulatio” is where a resolution is circulated to the directors for approval without a formal meeting, more convenient, but only permitted for certain matters. The crucial point: some important matters must be decided at an actual meeting and cannot be passed by circulation, so using circulation there (a listed mistake) makes the resolution defective. We advise which route your matter requires and handle it, meeting papers where a meeting’s needed, the circulation process where that’s permitted.
Can all resolutions be passed by circulation instead of a meeting?
No, it’s a myth that all resolutions can be passed by circulation. While circulation is a valid, convenient method for many matters, the Companies Act, 2013 specifies particular powers of the board that can only be exercised by a resolution passed at a duly convened board meeting. For example, matters such as borrowing money, investing the company’s funds, approving the financial statements, issuing securities and several others. For these, using circulation instead of a meeting would make the resolution defective. Knowing which matters require a meeting is part of getting it right. We advise on which route your particular matter requires, so it’s passed validly.
What's needed for a valid board meeting?
A board meeting must be duly convened held with proper notice to the directors and the required quorum (the minimum number of directors) present. Skipping proper notice (a meeting not validly convened) or proceeding without quorum (a meeting without the required directors) are both listed mistakes that make the meeting and the resolutions passed at it defective. A proper agenda and meeting papers are also needed; a meeting without proper papers is a listed mistake. Where your matter needs a meeting, we prepare the notice, agenda and minutes and help ensure the quorum and procedure are right, so the meeting is validly convened.
What if a resolution is passed by circulation, is there still a record?
Yes, even for matters passed by circulation, there are requirements: proper circulation to all directors, approval by the required majority and subsequent noting in the minutes. So circulation isn’t record-free, the resolution still gets recorded, just without a physical meeting. It’s more convenient than a meeting, but it has its own process to follow. We prepare and support the circulation process where it’s permitted, ensuring proper circulation, the right majority and the noting in the minutes, so a circulated resolution is just as valid and well-recorded as one passed at a meeting.
What's the difference between a board resolution and a shareholder resolution?
They’re passed by different people, for different kinds of decisions. A “board resolution” is passed by the board of directors, for decisions within the board’s powers (most day-to-day and management decisions), by a majority of the directors. A “shareholder resolution” is passed by the shareholders (members) at a general meeting, for matters that require their approval. Some decisions can be taken by the board alone; others require shareholder approval, sometimes in addition to a board resolution. Using the wrong route, a board resolution where shareholder approval was needed or vice versa, can make the decision defective. We advise the correct route and prepare the right resolution(s).
What are ordinary and special resolutions?
They’re the two kinds of shareholder (members’) resolution, passed at a general meeting. An “ordinary resolution” is passed by a simple majority. A “special resolution” is passed by a higher majority, generally 75%. Which is needed depends on the matter: some decisions requiring shareholder approval need only an ordinary resolution, while certain significant matters require a special resolution. So “ordinary” and “special” both refer to shareholder decisions, not to board resolutions. Getting the right type and majority is essential; the wrong majority (not meeting the required threshold) is a listed mistake. We identify which your matter needs and prepare it correctly.
What's the difference between a board resolution and a special resolution?
This is a common, important point of confusion. A board resolution is passed by the board of directors, for decisions within the board’s powers — a directors’ decision. A special resolution is a type of shareholder resolution, passed by the shareholders at a general meeting, requiring a higher majority (generally 75%). So they’re passed by different bodies (directors vs shareholders), at different meetings (board meeting vs general meeting), by different majorities. Using a board resolution where a special resolution of the shareholders was needed makes the decision defective. We advise which your particular decision requires board, ordinary or special and prepare the right resolution and papers.
When does a decision need shareholder approval as well as a board resolution?
For certain matters, shareholder approval (by ordinary or special resolution, at a general meeting) is required in addition to or instead of, a board resolution. Some decisions the board can take alone; others, certain significant matters need the shareholders’ approval too. Ignoring a required shareholder approval or skipping a needed general meeting (both listed mistakes), makes the decision defective. Knowing which matters need which approval and in what form, is part of getting it right. We determine exactly what your decision requires, board alone or board plus a shareholder ordinary/special resolution and prepare and support all the resolutions needed, so the decision is validly made.
Can any single director pass a resolution alone?
No, it’s a myth that any director can pass it alone. A board resolution needs the board (a majority of the directors, through the proper process, a duly convened meeting or valid circulation), not one director acting unilaterally. And some matters need the shareholders, not just the board. So a resolution isn’t something a single director simply signs off; it requires the right body, the right process and the right majority. Vague authorisation or a purported decision by one person, leaves the company exposed. We ensure resolutions are passed by the correct body and process, so the authority behind them is sound.
Do I need a board resolution to open a company bank account?
Yes, it’s a standard, essential requirement and banks won’t open the account without it. The resolution authorises opening the account with the particular bank, specifies who’s authorised to operate it (the signatories) and how (singly or jointly) and confirms the board’s decision. Banks require this because they need clear, formal authority from the board before opening an account and letting people transact and they typically want a certified true copy, often in their own form or wording. For a newly incorporated company, this is usually one of the first resolutions passed. We draft it to your specific bank’s requirements and provide the certified copy, so the account opens smoothly, one of the most common resolutions we prepare.
What resolution do I need to authorise a signatory?
An authorised-signatory resolution, the board resolution specifying who is authorised to sign or act on the company’s behalf and often how (for example, singly, jointly or up to certain limits). Banks and third parties need to know, with formal board authority, who can transact for the company. Vague authorisation (unclear who’s authorised to do what) is a listed mistake that gets a resolution rejected. We draft clear authorised-signatory resolutions that precisely identify the person and their operating powers, in the form the bank or third party requires, so the authority is unambiguous and accepted.
What resolution is needed to take a loan or borrow money?
A borrowing-authorisation resolution, lenders require an authorising resolution before advancing a loan or credit facility. Importantly, borrowing money is one of the matters that must generally be decided at an actual board meeting (not by circulation), so the route matters here. We advise that a borrowing decision needs a board meeting, prepare the papers and the resolution, provide the certified copy the lender needs and arrange any required filing via associated professionals as we did for a Nalasopara company unsure of the correct procedure, whose borrowing was then validly authorised and the lender satisfied. We make sure the borrowing authority is valid and the lender’s requirements met.
What resolution is needed to appoint or change a director?
A director-appointment (or resignation-noting) resolution formally records the board’s decision to appoint a director, or to note a resignation. Director changes need proper board action and importantly, certain director changes also require ROC filings and the company’s records and future resolutions must reflect the current directors (not updating on director changes is a listed mistake). We draft the appointment/resignation resolutions, help record them, arrange any required ROC filing via associated professionals and keep your records current, so your board changes are properly documented and your subsequent resolutions reflect the right directors.
What resolution is needed to allot shares?
Allotment resolutions, the board (and often shareholder) resolutions authorising the issue and allotment of shares. These are among the resolutions we prepare and they connect directly to our dedicated share allotment service, where allotment resolutions are part of the wider allotment process (route, valuation, PAS-3 filing and more). Depending on the route, a share allotment can need a board resolution and a shareholder special resolution. We draft the allotment resolutions correctly as part of handling your share issue, see our share allotments page for the full process, of which the resolutions are one key element.
What other common matters need a board resolution?
Beyond bank accounts, signatories, borrowing, director changes and share allotments: “adopting the financial statements” (approving the accounts), “changing the registered office”, “appointing an auditor” (or filling a casual vacancy), “authorising a person” to act, sign or represent the company in various dealings and other decisions like entering contracts or making investments. Essentially any significant company decision, particularly one a third party must act on, is formally made and recorded by resolution. We draft the right resolution for whichever matter you’re dealing with, correctly worded for that specific decision.
Do resolutions have to be recorded in the minutes?
Yes, it’s a myth that minutes are optional. Once passed, a resolution and the decision are recorded in the minutes of the meeting, which are maintained in the “minutes book within the prescribed time”. The minutes are the official record that the resolution was passed; not recording a decision in the minutes (a listed mistake) leaves it without a proper record, even if the board actually decided it. So the minutes aren’t an afterthought, they’re part of what makes the decision properly documented. We help ensure every resolution is recorded in the minutes correctly and within the prescribed time.
Do you also maintain minutes and statutory registers?
Yes. Board resolutions don’t exist in isolation, they’re part of a company’s broader secretarial records, which include the minutes of board and general meetings and the statutory registers a company must maintain. When we draft and support resolutions, we also help ensure they’re properly recorded in the minutes and we can help maintain the statutory registers and other secretarial records that go with good governance. Many small companies let these slip, decisions made informally, minutes not written up, registers out of date, creating gaps that cause problems later (when a bank, auditor or authority asks to see them or during due diligence). We put and keep these records in order.
Why do statutory registers matter?
Because it’s a myth that registers don’t matter, statutory registers must be maintained and they’re part of proper corporate governance. Not maintaining the registers (leaving statutory records incomplete) is a listed mistake, as is losing the minutes book (no record of past decisions). These records are what a bank, auditor, authority or acquirer expects to see and gaps in them surface awkwardly during scrutiny or due diligence. Keeping the registers current and the minutes book safe is basic governance hygiene. We help maintain your statutory registers alongside your resolutions and minutes, so your whole secretarial record stays complete and ready.
Our records are disorganised, can you put them in order?
Yes, this is a common situation, and we help. Many small companies, focused on running the business, let their governance records slip: decisions made informally, minutes not written up, registers out of date. We help put and keep these records in order, recording resolutions in the minutes, maintaining the registers and setting up a proper, ongoing process so your governance records stay current. We did exactly this for a Virar company that had passed decisions informally with poorly maintained records, putting the secretarial records in order and setting up proper resolution and minute-keeping going forward. Whether you need one resolution or your whole record-keeping sorted, we can help.
Why does record-keeping matter for due diligence?
Because when a bank lends, an auditor reviews, an authority queries or an acquirer/investor conducts due diligence, they ask to see your resolutions, minutes and registers and gaps or inconsistencies (informal decisions, missing minutes, out-of-date registers, inconsistent records) can cause problems, hold things up or raise concerns. Inconsistent records (minutes and registers not aligned) is a listed mistake. Sound, consistent secretarial records signal a well-run company and stand up to scrutiny; disorganised ones become a liability at exactly the wrong moment. We keep your records in order and consistent with your other filings, so they’re ready whenever they’re needed.
Which resolutions have to be filed with the ROC?
Certain resolutions must be filed with the Registrar of Companies, typically in “Form MGT-14”, within a prescribed time (generally 30 days of passing the resolution). These include certain board resolutions on specific matters and certain shareholder resolutions (particularly special resolutions), as specified under the Companies Act, 2013. Not every resolution needs filing, many routine board resolutions (like opening a bank account) don’t but for those that do, filing on time is a compliance requirement and missing it is a lapse. We assess whether your resolution needs filing and where it does, arrange it via associated professionals within the timeline.
What is Form MGT-14?
Form MGT-14 is the form through which certain resolutions are filed with the ROC, recording specified board resolutions and certain shareholder resolutions (particularly special resolutions) on the public register. It generally must be filed within 30 days of passing the resolution, with the necessary digital signatures and certification. It’s a myth that resolutions never need ROC filing, certain ones must be filed via MGT-14. Missing an MGT-14 filing (a listed mistake) is a compliance lapse. We identify whether your resolution requires MGT-14 and arrange the filing through associated professionals, with the DSCs and certification, within the deadline.
What happens if a required resolution isn't filed on time?
Missing an ROC filing, or filing late (both listed mistakes), is a compliance lapse that can attract consequences because for filable resolutions, filing within the prescribed timeline is a legal requirement. An unfiled MGT-14 leaves the resolution’s required public record incomplete, which can surface later during scrutiny or due diligence. Because the categories of filable resolutions and their requirements are set by the Act (and can be updated), it’s important to determine correctly whether a given resolution needs filing and file it on time. We assess the filing requirement and ensure any required filing is done properly and within the timeline.
How do I know if my resolution needs filing?
You don’t have to work it out yourself, we assess it. The categories of filable resolutions and the exact requirements are set by the Companies Act and rules (and can be updated), so determining whether a given resolution needs filing takes current knowledge. We assess whether your resolution requires ROC filing (e.g. MGT-14); where it does, we arrange the filing through associated professionals with the DSCs and certification, within the timeline; where it doesn’t, we tell you so. If you’re unsure whether a past resolution should have been filed, we can check that too, so nothing filable slips through and you’re not over-filing what doesn’t need it.
Can you backdate a resolution to a date we needed it?
No and this is an important point of integrity. A board resolution records a decision the board actually took, at an actual meeting (or through a genuine circulation process), on the date stated. Backdating a resolution, dating it to a date the meeting didn’t happen or the decision wasn’t made, misrepresents the record and we won’t do it. It’s a listed mistake and beyond being wrong, false or backdated resolutions can be challenged and cause difficulties if the records are ever scrutinised (by a bank, auditor, authority or in a dispute). The right approach is for the board to make the decision now through the proper process, which we then record correctly. Authentic resolutions stand up; backdated ones are a liability.
Can you draft a resolution for a decision the board hasn't actually taken?
No, we won’t draft a resolution for a decision that was never actually taken by the board. A resolution must record a genuine decision, properly passed; fabricating a decision (a resolution for a decision never taken) is a listed mistake and a misrepresentation. If you need a decision documented, the right approach is for the board to actually make it through the proper process now, which we then record. If a decision genuinely was made earlier but not documented at the time, that’s a different situation we can help address appropriately, recording the true position. What we provide is correctly-drafted resolutions of real decisions, which is exactly what protects you.
Why does resolution integrity protect my company?
Because authentic, properly-passed resolutions stand up, to a bank, an auditor, an authority, or in a dispute, whereas backdated or fabricated ones are a liability that can be challenged and cause real difficulties when records are scrutinised. Two honest points run through our work: a resolution must record a genuine decision actually taken (can’t be fabricated or backdated) and proper procedure matters (the right route and records are what make a resolution valid and accepted). Doing it the right way, promptly, is what makes your governance records reliable and defensible. We’ll always help you do it correctly rather than take a shortcut that becomes a problem later.
What if we made a decision earlier but never documented it?
That’s a different situation from backdating, and we can help address it appropriately, by recording the true position. If the board genuinely made a decision at an earlier point but it wasn’t documented at the time, the honest approach is to record what actually happened accurately, rather than fabricating a false date or a decision that wasn’t taken. We’ll advise on the correct way to document a genuine past decision that slipped through, so your records reflect reality and remain defensible. The line we won’t cross is inventing or backdating a decision that wasn’t actually made but capturing a real one belatedly, correctly, we can help with.
How does good resolution practice support corporate governance?
Board resolutions are a fundamental part of corporate governance, they provide the legal authority to approve important business decisions and ensure compliance with the Companies Act and MCA regulations. Getting the route and record right (the correct resolution type, properly passed and minuted, filed where required) is what keeps governance sound and dealings moving. Well-run resolution and record practice signals a properly-governed company to banks, auditors, authorities and investors; sloppy practice creates gaps and risk. We uphold good governance by getting every resolution right and keeping your records in order, the foundation a credible, compliant company rests on.
Who needs board resolution services?
Companies of all kinds, regularly: private limited companies (bank, loan, signatory, director resolutions), newly incorporated companies (first bank account and set-up resolutions), companies taking loans (borrowing authorisations), companies changing signatories (authorised-signatory resolutions), companies changing directors (appointment/resignation resolutions), companies allotting shares (allotment resolutions), companies dealing with authorities (authorising resolutions), companies keeping records (minutes and register maintenance), OPCs (resolutions suited to a one-person company) and companies switching advisors (getting records in order). Whatever your resolution need, we handle it.
Do One Person Companies (OPCs) need resolutions?
Yes, OPCs need resolutions too, suited to a one-person company. Even with a single member, an OPC is still a company that acts through formal decisions and matters like opening a bank account, borrowing or other significant actions still need to be properly decided and recorded, banks and third parties require it. The process is adapted to the OPC’s single-member/director structure, but the requirement to formally document decisions remains. We prepare resolutions suited to OPCs, so a one-person company’s decisions are properly recorded and accepted, just as for any other company.
What information do you need to draft a resolution?
The core set: the decision (what is to be decided), your company details (name, CIN, registered office), the director details (directors and their roles), any third-party requirement (a bank’s or authority’s specific wording, if any), the relevant particulars (amounts, names, accounts, etc.), meeting details (date, attendees, quorum, if a meeting), any prior resolutions/records (for continuity) and any filing requirement (where MGT-14 etc. applies). With these, we draft the resolution correctly for your matter. We give you a short, clear list of what we need based on your specific decision.
How does your board resolution process work?
Eleven steps: we understand the decision and for whom; advise the route (board, circulation or shareholder approval); gather the company/director/matter particulars; draft the resolution correctly for the matter and purpose; prepare meeting papers (notice, agenda, minutes) where a meeting’s needed; support the passing by the right route; help record it in the minutes and registers; provide certified true copies for third parties; arrange any ROC filing (MGT-14 etc.) via associated professionals; help keep your secretarial records in order and handle recurring resolution needs as they arise. You get the resolution done and the records kept in order.
Can you handle recurring resolutions as they come up?
Yes, companies need resolutions regularly (new bank accounts, changing signatories, borrowings, director changes, approving accounts and more), and we provide “ongoing support” for these recurring needs, not just one-off resolutions. Because we also handle your ROC filings, accounts and tax, we’re already across your company, so each new resolution is drafted consistently with your records and filed where required. Rather than scrambling for a resolution each time a bank or lender asks, you have us on hand to draft, record and (where needed) file it properly whenever the need arises.
Why not just use a free resolution template off the internet?
Because a generic template often doesn’t fit the actual decision or meet the third party’s requirement, copy-paste generic wording (not fitting the actual decision) and one-template-fits-every-decision are listed mistakes and it’s a myth that one template fits every decision. A bank may reject poorly drafted or generic wording; the wrong resolution type or route makes the decision defective and a template won’t tell you whether MGT-14 filing is needed. Wording must fit the specific matter and the route and records must be right. We draft correctly for your exact decision and third-party requirement, advise the route and handle any filing, so it’s accepted first time rather than bounced.
What are the benefits of getting resolutions done properly?
Correctly drafted (worded properly for the matter); the right route advised (board, circulation or shareholder); valid and accepted (passed and recorded correctly); bank-ready (certified copies banks will act on); proper minutes and maintained records; ROC filing handled (MGT-14 where required); genuine decisions recorded (no backdating/fabricating); sound governance; certified true copies in the form third parties need; the right resolution type (board vs ordinary vs special); filing timelines met; consistent records aligned with your other filings and ongoing support for recurring needs. In short: valid, accepted resolutions and sound records that keep your governance solid and your dealings moving.
How much do board resolution services cost?
It’s priced by the matter, a single straightforward resolution (say, a bank-account authorisation) costs less than a matter needing a convened meeting, shareholder approval and an MGT-14 filing plus any MCA filing fees and professional certification (via associated professionals) where a filing is required, at a fee agreed upfront with 18% GST. For companies needing regular resolutions and secretarial support, an ongoing arrangement is usually most cost-effective. We give a clear quote upfront, with no hidden charges and can bundle resolutions and secretarial support with your ROC, accounts and tax for value.
Can you help draft resolutions if I'm outside Vasai-Virar?
Yes. Board resolutions and secretarial support are document-based and can be handled digitally, so we help companies across the Vasai-Virar and Palghar region, the wider Mumbai Metropolitan Region and beyond. You tell us the decision and who requires the resolution; we advise the correct route, draft the resolution and any supporting papers (notice, agenda, minutes), help you have it passed and recorded properly and provide certified true copies for your bank, lender or authority with any ROC filing (e.g. MGT-14), DSCs or certification arranged through associated professionals. For local clients we’re happy to meet in person at our office on Mahatma Gandhi Road, near T.B. College. Distance is no barrier.
Why should I trust Digital Vasai Tax with my board resolutions?
Because we get your resolutions right, correctly drafted for the matter, passed by the proper route (board, circulation or shareholder approval), recorded in the minutes and provided as certified copies banks and authorities will act on, with any ROC filing handled through associated professionals. We’re honest about governance: we draft records of genuine decisions, properly passed and won’t backdate or fabricate. Because we also handle your accounts, tax and other ROC compliance, resolutions are consistent with your wider records and done in one place. We reply quickly on call and WhatsApp. Keeping companies’ governance sound and their dealings moving, correctly and honestly, is what earns lasting trust.
