Certified Board Resolution Services | Nainit Savla & Associates

Certified Board Resolution

Q: Who can certify a board resolution as a true copy?

A certified true copy is typically signed by the Company Secretary, a director, or any officer authorised by the Board. Banks and regulatory bodies often specify their preferred certification format.

Q: Does a board resolution need to be notarised or apostilled?

For domestic use in India, notarisation is generally not required. For use in a foreign jurisdiction, notarisation and apostille or embassy legalisation may be required depending on the country.

Q: Is a separate board meeting required to authorise each bank signatory change?

Yes. Any change in authorised bank signatories requires a board resolution, which can also be passed as a circular resolution under Section 175 without a formal meeting.

Q: What documents are typically enclosed with a certified board resolution for a bank?

Banks generally require the certified board resolution, certified MOA/AOA, list of directors, KYC of authorised signatories, certificate of incorporation, and the bank's own mandate card or resolution form.

Q: Can a board resolution be passed via circular without a meeting?

Yes, under Section 175, the Board can pass resolutions by circulation for permitted matters, with approval from a majority of directors. Any director may request a formal meeting instead.

A Certified Board Resolution is an officially authenticated copy of a resolution passed at a meeting of the Board of Directors. Banks, financial institutions, government authorities, and regulatory bodies routinely require certified copies of board resolutions to verify authorisations, signatories, and corporate approvals. We provide professionally drafted and CS-certified board resolutions that meet the requirements of all institutions and authorities in India.

Bank Account Operations

Certified board resolutions for opening, operating, or closing bank accounts; adding or removing authorised signatories; authorising digital banking mandates and cheque signatories.

Loan & Credit Facility Resolutions

Board resolutions authorising the borrowing of funds, creation of security, execution of loan agreements, and mortgage or hypothecation of assets as required by banks and NBFCs.

Property & Regulatory Filings

Certified resolutions for purchase or sale of property, signing of lease agreements, registration of property in the company's name, and authorisation for regulatory compliance filings.

Director & KMP Authorisation

Resolutions authorising directors or Key Managerial Personnel to sign documents, appear before authorities, submit tenders, or execute agreements on behalf of the company.

GST, IT & Statutory Registrations

Board resolutions authorising officers to apply for, manage, or surrender GST registrations, income tax PANs, import-export codes, MSME registrations, and other statutory registrations.

Investment & Subsidiary Decisions

Resolutions approving investments in securities, formation or acquisition of subsidiaries, issuance of share capital, inter-corporate loans, and corporate guarantees under Section 186.

What is a Certified Board Resolution?

A certified board resolution is a true copy of a resolution passed by the Board of Directors, accompanied by a certification — typically by the Company Secretary or a director — confirming that the resolution is a true and accurate extract from the minutes of the relevant board meeting.

Unlike informal internal approvals, a certified resolution carries formal legal authority for third parties such as banks, courts, regulatory agencies, and counterparties to a contract. It is closely related to board meeting compliance and must be traceable to properly conducted board meetings with valid quorum and notice.

When Is a Certified Board Resolution Required?

Opening or operating a current account, overdraft, or loan account with any bank or NBFC
Adding, modifying, or removing authorised signatories for bank accounts
Applying for a GST registration, import-export code, MSME certificate, or other statutory registration
Executing sale deeds, lease agreements, or property purchase documents
Appointing legal representatives or signing powers of attorney
Submitting government tenders, bids, or regulatory applications
Authorising officers to execute agreements with vendors, customers, or partners
Filing applications before the NCLT, High Court, or other judicial forums

Why Choose Us for Certified Board Resolutions?

We draft board resolutions that are precisely worded to meet the specific requirements of the requesting institution or authority — whether a public sector bank, a private NBFC, a government department, or a court. Our Company Secretaries review every resolution against the company's Articles of Association, existing board-level delegations, and applicable Companies Act provisions before certifying.

If you are looking for "certified board resolution for bank account," "board resolution format for authorised signatory India," or "CS-certified true copy of board resolution," we provide accurate, institution-ready resolutions drafted and certified by qualified professionals.

Frequently Asked Questions

Who can certify a board resolution as a true copy?

A certified true copy of a board resolution is typically signed by the Company Secretary of the company, a director, or any other officer of the company authorised by the Board. For listed companies, the Company Secretary (in whole-time employment) must certify most significant resolutions. Banks and regulatory bodies often specify their preferred format of certification — we verify the specific requirement before issuing the certified copy.

Does a board resolution need to be notarised or apostilled?

For domestic use within India — such as for banks, government registrations, or regulatory authorities — notarisation is generally not required. A CS-certified or director-certified true copy is sufficient. However, if the resolution needs to be used in a foreign jurisdiction, it may need to be notarised and apostilled (under the Hague Apostille Convention) or legalised by the Indian embassy. We can guide the process based on the country and authority involved.

Is a separate board meeting required to authorise each bank signatory change?

Yes, any change in authorised bank signatories — addition, removal, or modification of limits — must be approved by a resolution of the Board of Directors. A circular resolution under Section 175 can be used if a formal meeting is not being convened. The certified resolution along with board-prescribed application forms and KYC documents of the new authorised signatory must then be submitted to the bank's branch along with the bank's own resolution form, if applicable.

What documents are typically enclosed with a certified board resolution for a bank?

Banks generally require: (a) certified copy of the board resolution specifying the authorised signatories and their transaction limits, (b) certified copies of the MOA and AOA of the company, (c) list of directors with their DIN and addresses, (d) KYC documents of each authorised signatory (PAN, Aadhaar, photograph), (e) certificate of incorporation, and (f) the bank's own prescribed mandate card or resolution form. Requirements vary by bank and account type.

Can a board resolution be passed via circular (without a meeting)?

Yes, under Section 175 of the Companies Act, 2013, the Board can pass a resolution by circulation — without convening a physical or video conference meeting — for matters that are not required to be transacted at a formal board meeting. A draft of the resolution must be circulated to all directors, and it requires approval from a majority of directors entitled to vote. Directors may also request the matter be placed before a formal meeting, in which case the circular resolution cannot be passed.

Need a Certified Board Resolution? We Draft and Certify It Correctly

Institution-specific, precisely worded board resolutions drafted and certified by qualified Company Secretaries across India.

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