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Company Resolution Document

Company Resolution Document Template for India

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Company Resolution Document

"I need a Company Resolution Document for my tech startup's board meeting scheduled for March 15, 2025, to approve our Series A funding round and authorize the issuance of new shares to incoming investors."

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Document background
A Company Resolution Document is a fundamental corporate governance tool used in Indian business operations to document and formalize company decisions. Required under the Companies Act, 2013 and overseen by regulatory bodies such as the Ministry of Corporate Affairs, these resolutions can address various matters including financial decisions, operational changes, appointments, statutory compliance, and strategic initiatives. The document must follow specific formatting requirements and contain essential elements such as proper identification of the company, meeting details, resolution text, and voting outcomes. It serves as a crucial legal record that can be required for regulatory filings, banking operations, legal proceedings, or corporate governance documentation. The resolution's format and content must comply with Indian corporate law requirements, secretarial standards, and the company's constitutional documents.
Suggested Sections

1. Title and Company Details: Full legal name of the company, CIN number, registered office address

2. Meeting Details: Type of meeting (Board/General), date, time, venue/mode of meeting

3. Attendance and Quorum: List of directors/members present, confirmation of quorum as per Articles of Association

4. Chairman: Name of the person chairing the meeting and basis of chairmanship

5. Notice and Leave of Absence: Confirmation that proper notice was given and noting any leave of absence

6. Background/Context: Brief explanation of why the resolution is needed

7. Text of Resolution: The actual resolution text, clearly stating what is being resolved

8. Voting Results: Outcome of the voting (passed unanimously/majority)

9. Closure and Certification: Formal closure of the meeting and certification by the Chairman/Company Secretary

Optional Sections

1. Interested Directors: Declaration of interest by directors (required when resolution involves directors' interests)

2. Previous Resolution Reference: Reference to any previous resolutions on the same matter, if applicable

3. Regulatory Compliance Statement: Statement confirming compliance with specific regulations (needed for certain types of resolutions)

4. Implementation Instructions: Specific instructions for implementing the resolution (needed for complex operational matters)

5. Notes on Discussion: Brief notes on key points discussed (optional but useful for significant decisions)

Suggested Schedules

1. Annexure A - Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, valuations)

2. Annexure B - Legal Opinions: Any legal opinions obtained regarding the matter (if applicable)

3. Annexure C - Financial Statements: Relevant financial information (if resolution involves financial matters)

4. Annexure D - Attendance Sheet: Detailed attendance record with signatures (for physical meetings)

5. Annexure E - Voting Records: Detailed voting records (particularly important for contentious resolutions)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking and Financial Services

Information Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy and Utilities

Telecommunications

Professional Services

Education

Infrastructure

Mining and Resources

Agriculture

Entertainment and Media

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Affairs

Board of Directors

Executive Management

Risk Management

Corporate Governance

Regulatory Affairs

Relevant Roles

Company Secretary

Director

Managing Director

CEO

CFO

Legal Counsel

Compliance Officer

Board Chairman

Corporate Governance Officer

Risk Officer

Executive Director

Independent Director

General Counsel

Corporate Affairs Manager

Legal Manager

Industries
Companies Act, 2013: The primary legislation governing company operations in India, including procedures for passing resolutions, types of resolutions, and corporate governance requirements
Secretarial Standards (SS-1): Standards issued by the Institute of Company Secretaries of India (ICSI) governing board meetings and general meetings, including the format and content of resolutions
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: For listed companies, these regulations specify additional requirements for corporate resolutions and disclosures
Companies (Management and Administration) Rules, 2014: Specific rules regarding the management of companies, including procedures for passing and recording resolutions
Companies (Meetings of Board and its Powers) Rules, 2014: Rules governing board meetings and the matters that require resolution to be passed at board meetings
Information Technology Act, 2000: Relevant for electronic maintenance and transmission of corporate records, including digital signatures on resolutions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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