Law Firm in India

How To Pass Board Resolution In Your Startup

Running a company means following tons of rules and one of them is to pass the board resolution. My friend‘s company was a new startup and was already struggling to follow all the rules and regulations. All their meetings used to happen informally. He enthusiastically told me about the working o the company and surprisingly the board resolution was not followed correctly. So I explained to him how it works. These are some of the mandatory steps that need to be followed

The minimum number of directors have to be present for the meeting to constitute. The resolution has to be passed on the letterhead of the company. The company must have resolution within 30 days of the board meeting 

There is a requirement to have those mandatory steps because the board of directors who were present will be questioned later about the company affairs in case the company runs into problems.Also the need of such steps are for the signing of the board resolution .

‌BOARD RESOLUTION FOR THE OPENING OF A COMPANY BANK ACCOUNT

After the startup has been set-up ,a bank account is one of the important thing that has to be done for taking any loans , to pay the employees its salaries , also collect all the receipts and expenses etc.

Initially, the board resolution for opening a bank must be printed on the letterhead of the business. It has to be signed by two or more directors of the company. In case it is a one-person company the board resolution can be signed by a sole director and the shareholders. In this, one or more directors or employees can be nominated by the board of directors. One copy of the board resolution can be retained with the Company while the original is provided to the Bank opening the account for the Company.

BOARD RESOLUTION FOR LOAN AND INVESTMENT OF THE COMPANY 

Irrespective of what the amount is the approval of the board is very necessary it is passed through unanimous resolution with all the consent of the directors who are present in the meeting. Here a resolution by circulation or resolution of the committee won’t be enough.

However, if the loan and investment exceed the limit which is specified in the act then a special resolution has to be passed. The limit is 60% of (paid-up share capital +free reserves +securities premium) or 100% ( free reserves +securities premium)

‌BOARD RESOLUTION FOR NAME CHANGE OF COMPANY

Companies modifying their name has always been happening. They can strengthen their brand name. There can be a situation where the company has been brought by a new owner or it merged with another business. Changing the company’s name has some good advantages as the connection between the company. employees, its suppliers, and its clients will grow stronger. It reboots the company again for a better position in the market‌. As per provisions of sec 13, a company can change the name of the company anytime by following simple steps

A board meeting as to be called upon to decide date, time and place for the conduct of the extraordinary general meeting. The new name of the company has to apply in the form RUN. While applying you need the copy of board resolution, the approval of the owner of the trademark . After conducting the (EOGM), the file form MGT-14 has to be filed. For that, you require certified copies of the special resolution, a copy of the notice of the meeting, a copy of MOA and AOA and extracts of the minutes of the meeting

BOARD RESOLUTION FOR OBTAINING LOAN FOR COMPANY 

A company requires loans for various reasons like to increase working capital, to buy office machinery, etc. These actions has to be carried out in consonance with the provisions of  MOA and AOA. The board meeting has to be conducted  comprising all of its  the board of directors and stake holders . The meeting takes place for the signing of documents about the loan application. Once the signing is over, the company will file e-form MGT-14 to approve the proposed borrowing. It will be signed by the company secretary or the director or CEO or CFO of the company.  

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