Board Resolution Format and Use Cases

Open a company bank account and the first thing the bank asks for is a board resolution. They come up constantly — here's how they work.

Quick answer

A board resolution is the formal record of a decision by a company's board of directors. It's needed to open bank accounts, authorise signatories, borrow or invest, allot shares, appoint auditors or directors, and more. It must be correctly worded, properly passed, and consistent with the Companies Act and the company's articles — and some require an ROC filing.

Typical board resolution format

A board resolution generally contains:

• The company name and that it's a resolution of the Board
• The date, time and place of the meeting (or that it's by circulation)
• "RESOLVED THAT ..." — the operative decision, precisely worded
• Any authorisation (e.g. who is empowered to act)
• Certification by a director/company secretary

The "RESOLVED THAT" clause is the heart — it must state exactly what was decided and who is authorised.

Common use cases

• Opening a bank account and authorising signatories
• Borrowing money or availing a loan facility
• Investing funds or making an investment
• Allotment of shares (and related ROC filing)
• Appointment/resignation of directors or auditors
• Authorising a person to sign agreements or represent the company
• Changing the registered office

How a resolution is passed

Board resolutions are passed at a board meeting (with quorum) or, where permitted, by circulation. Minutes record the meeting. Some resolutions must also be filed with the ROC (for example, certain resolutions in Form MGT-14).

Common mistakes

• Loosely worded or generic resolutions
• Not passing it properly (quorum/circulation rules)
• Resolution inconsistent with the Act or articles
• Missing the related ROC filing

Get the wording and process right, and your resolutions are accepted by banks, the ROC and everyone else.