Board Resolution Format for Appointment of First Directors

In accordance with sub-section (1) of section 152 of the Companies Act, 2013:

- where no provision is made in the articles of a company for the appointment of the first director, the subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed;
- and in case of a One Person Company an individual being member shall be deemed to be its first director until the director or directors are duly appointed by the member in accordance with the provisions of this section.

In case the subscribers to the memorandum are deemed as the first directors of the company, the Board of Directors at their first meeting, take note of such appointment.

SAMPLE #1

#. To take note of the appointment of First Directors

It was stated that pursuant to the provisions of sub-section (1) of section 152 of the Companies Act, 2013, during the registration of the company, the subscribers to the memorandum were named in the Articles of Association of the Company as 'First Directors' of the company.

The directors were requested to take note of the same and the following resolution was passed:

"RESOLVED THAT pursuant to the provisions of sub-section (1) of section 152 of the Companies Act, 2013 and Article ... of the Articles of Association of the company, it was noted that the following are the First Directors of the Company:

1. Ms. ....... ....................., Director

2. Mrs. ...... ....................., Director

3. Mr. ........ ....................., Director

FURTHER RESOLVED THAT the relevant eform(s) filed with the Registrar of Companies (RoC), ............. for registration of the company during incorporation with respect to the above named first directors, be and is hereby noted."

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SAMPLE #2

#. To take note of the appointment of First Directors and to consider the composition of Board of Directors

The Chairman informed to all the Directors present at the meeting that the following persons shall presently constitute the Board of Directors of the company, being the persons named in the Articles of Association (AoA) of the company as First Directors of the company.

The directors considered the same and passed the following resolution unanimously:

"RESOLVED THAT pursuant to Article ... of the Articles of Association of the Company, it was noted that:

  1. Mrs. ....... .................., (Designation),

  2. Mr. ...... ....................., (Designation), and

  3. Ms. ........ ..................., (Designation),

named as the First Directors of the Company, shall constitute the Board of Directors in terms of the provisions of the Companies Act, 2013.

The copy of the e-form ... filed with the Registrar of Companies, ............. with regard to first directors was also placed before the meeting for perusal and the same was noted."

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SAMPLE #3

#. Appointment of First Directors and Constitution of Board of Directors

It was informed that the following persons being the subscribers to the memorandum are eligible for appointment as the First Directors of the company in accordance with Article ... of the Articles of Association of the company:

1. Ms. ........ ..................

2. Mr. ......... ..................

"RESOLVED THAT Ms. ........ .................. and Mr. ......... .................. be and are hereby appointed as the First Directors of the company who shall hold office till the conclusion of the first Annual General Meeting of the company.

FURTHER RESOLVED THAT Ms. ........ .................., Director and Mr. ......... .................., Director be and are hereby constitute the Board of Directors of the company.

FURTHER RESOLVED THAT (Name of the Officer), (Designation) be and is hereby directed to file necessary return with the Registrar of Companies (RoC), ............. in this regard."



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NOTE: The resolution samples here are only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.