Circular Resolution

Circular Resolution

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Board Resolution

Formal execution-ready board paper

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Resolution No.

BR-CIRCULAR-RESOLUTION-20260728

Company letterhead

Your company name

CIN will appear here when provided

Board resolution draft

Date

2026-07-28

Resolution type

Circular Resolution

Certified true copy of the resolution passed at the meeting of the Board of Directors

Meeting date: 2026-07-28
Meeting time: ________________
Chairperson: ________________
Meeting venue: ________________
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.

Resolved that

the draft resolution circulated on ____________ for the subject ____________ and set out below be and is hereby approved by circulation under Section 175 of the Companies Act, 2013.

Draft resolution text: ____________

Approval deadline: ____________

Proposed by

Seconded by

Director signature

Company secretary / authorised signatory

Certified true copy

Certified to be a true copy of the resolution passed by the Board of Directors of Your company name.

Certifying authority

________________

Date of certification

2026-07-28

Your company name
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
Meeting date: 2026-07-28
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.
Resolution No.: BR-CIRCULAR-RESOLUTION-20260728
Date: 28 July 2026
RESOLVED THAT
the draft resolution circulated on ____________ for the subject ____________ and set out below be and is hereby approved by circulation under Section 175 of the Companies Act, 2013.

Draft resolution text: ____________

Approval deadline: ____________

Secretarial notes

Confirm the operative text against the signed board pack, keep the final version with the minute book, and align statutory records immediately after approval.

Keep the circulated draft, approval trail, and noted resolution with the board minute book.

Legal basis

• Section 175(1) of the Companies Act, 2013
• Section 118(10) of the Companies Act, 2013 read with Secretarial Standard-1

Supporting papers

• Board agenda note and explanatory memorandum
• Latest constitutional documents and internal approvals
• Draft agreements, letters, or commercial papers referenced by the resolution

Registers and records

• Minute book of the Board of Directors
• Register of contracts, arrangements, or internal compliance tracker, as applicable

Post-approval actions

• Issue certified true copies to the relevant internal or external stakeholders
• Update the compliance calendar with filing and record-update deadlines
• Preserve execution copies and supporting papers with the company secretarial records

Entity-specific watchouts

Private Limited

Use the classic board-resolution pathway, but still reconcile shareholder thresholds, constitutional restrictions, and filing-driven timing before circulation.

• Check whether member approval is also required under the Companies Act, 2013 or the Articles.
• Keep the register updates, ROC filings, and certified true copy trail aligned with the board date.
• Where banking, cap table, or governance powers shift, update the internal authority matrix immediately after approval.

OPC

For OPCs, simplify the governance flow carefully without losing the documentary trail expected for filings and internal records.

• Confirm whether the sole member and sole director structure changes the approval mechanics for the specific action.
• Keep resolutions, member decisions, and register updates internally consistent even where meetings are streamlined.
• Review whether the form and attachment set differs from a standard private company fact pattern.

Section 8

Section 8 entities need an added compliance lens around objects, governance sensitivities, and not-for-profit restrictions.

• Ensure the operative text is consistent with the charitable / not-for-profit objects of the entity.
• Check whether regulator, donor, or grant-linked approvals sit alongside the core board approval.
• Be conservative around remuneration, related party, and structural change documentation.