Certified True Copy of Board Resolution (Meaning and Format)

The copies of resolutions passed at the meeting of the board of directors of a company may be required to be provided to statutory authorities while making applications on behalf of the company or in other cases, copies may be provided to any organisation / individual in relation to some business or other purposes.

These true copies are given as a proof that the resolution was certainly passed in the meeting of the board of directors and that the board has approved the concerned item of agenda.

The true copies of board resolution are generally given in either of the following two ways:

 1) Certified true copy of the board resolution;

 2) Extract of the minutes of the board meeting.

Though there is no hard and fast rule regarding how such certified true copy should be drafted and provided, these are generally provided in the following ways.

A. Certified true copy of the board resolution

Herein, the format includes mainly the resolution part and no description about what was discussed in the meeting on that item of business is mentioned.

B. Extract of the minutes of the board meeting

Herein, the format includes in addition to the resolution part - the description about what was discussed in the meeting on that item of business is mentioned.

In both ways, the use of company letterhead and actual signatures of the authorised official is most important. The board may authorise more than one official to sign such certified true copies of board resolution.

SAMPLE #1

//Certified True Copy//

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ...TH MEETING OF THE BOARD OF DIRECTORS OF .......................... PRIVATE LIMITED, HELD ON (DAY), THE ...TH DAY OF (MONTH),  20XX,  AT (TIME) A.M./P.M. AT ITS REGISTERED OFFICE SITUATED AT (FULL ADDRESS).

...................................................................................................................................................................

Item No. ...: Authorisation to make application to the Regional Director under Section .... of the Companies Act, 2013

“RESOLVED THAT the Company do make an application to the Regional Director, ............. under Section ... and other applicable provisions, if any, of the Companies Act, 2013, for the purpose of .......................

FURTHER RESOLVED THAT Mr./Ms. ..............., Managing Director be and is hereby authorized to execute all the petitions, affidavits, enclosures, documents and to do all acts, deeds and things as may be necessary and/or incidental for this purpose.

FURTHER RESOLVED THAT Ms./Mr. .................., Company Secretary, be and is hereby authorized to appear before the Regional Director, ........., and to submit all the necessary Petitions, Documents, Affidavits, all other papers, and to present the case in the manner appropriate, and to perform all such acts, deeds, things and matters as any be necessary to obtain the order.

FURTHER RESOLVED THAT Mr./Ms. ..............., Managing Director be and is hereby authorized to sign certified true copy(ies) of the foregoing resolution to be submitted with appropriate authorities as and when necessary.”

For ......................... Limited

       signature

(Name of the Managing Director)

Managing Director

DIN: .....................

............................................................................

SAMPLE #2

EXTRACT OF THE MINUTES OF THE ...TH MEETING OF THE BOARD OF DIRECTORS OF .......................... LIMITED, HELD ON (DAY) THE ...TH DAY OF (MONTH),  20XX,  AT (TIME) A.M./P.M. AT ITS CORPORATE OFFICE SITUATED AT (FULL ADDRESS)

...................................................................................................................................................................

Item No. ... : To Apply for Modification in the Importer-Exporter Code (IEC) Number

The Chairman informed the Board that in the course of the business, the company needs to carry out certain modifications in its current Importer-Exporter Code (IEC) Number i.e. ...................... in order to facilitate certain prerequisite requirements of its new export operations. Hence, it was necessary to give authorization to sign and execute necessary papers, which are needed to make application for modification of IEC of the company.

The Board considered the same and passed the following resolutions unanimously:

“RESOLVED THAT the Company do make application to the Directorate General of Foreign Trade (DGFT) for modification in the Importer-Exporter Code (IEC) Number i.e. .................. of the Company.

RESOLVED FURTHER THAT (Name of the Director/Officer), (Designation) and (Name of the Director/Officer), (Designation) be and is hereby jointly authorised to sign and execute all the papers for modification of the Importer-Exporter Code (IEC) Number i.e. ...................... and to do all such acts, deeds and things as may be necessary in this regard.

RESOLVED FURTHER THAT Mr./Ms. ..............., Director and Mr./Ms. ..............., Company Secretary be and are hereby jointly authorized to sign the certified true copy(ies) of the foregoing resolution to be submitted with appropriate authorities as and when necessary.”

For ......................... Limited         For ......................... Limited

       signature                                          signature

(Name of the Director)                 (Name of the Director / Company Secretary)

(Designation)                                 (Designation)

DIN: ................                              DIN: ...................... / Memb. No. ..............