Andaman and Nicobar - Get a Board Resolution Certificate

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Procedure

Apply In-Person:
To Get a Board Resolution Certificate, the applicant will need to follow these steps:

Step 1: Determine the Purpose

• Determine the specific purpose for which you require a Board Resolution Certificate. It could be for opening a bank account, making financial transactions, signing contracts, or other corporate matters.

Step 2: Review the corporate bylaws.

• The rules for conducting activities of the board of directors can be found in the company's by-laws. Among the important items to review are the requirements for establishing a quorum for the meeting of the board to be considered valid and voting procedures.

Step 3: Call a meeting of the board of directors.

• The meeting must be called following the company's by-laws. The agenda for the meeting should include the item for which you need a board resolution certificate.
• The board resolution should clearly state the details of the decision taken by the board.

Step 4: Have the board vote on the resolution.

• Prepare a written resolution that accurately reflects the decision made during the board meeting.
• The resolution must be approved by a majority of the board members in attendance.
• The resolution should include the date, the names of the directors or board members present, and a clear description of the decision taken.

Step 5: Documentation:

• Gather supporting documents related to the resolution. These may include any contracts, agreements, or other relevant papers that are necessary to validate the decision made.

Step 6: Have the secretary of the corporation prepare a board resolution certificate:
The certificate should include the following information:

• The name of the corporation
• The date of the board meeting
• The names of the board members who voted on the resolution
• The vote on the resolution
• The name of the person or persons authorized to act on behalf of the corporation
• The signature of the secretary of the corporation

Step 7: Obtain Director Signatures:

• All the directors or board members who were present at the meeting should sign the board resolution document. Their signatures will authenticate the resolution.

Step 8: File with the Registrar of Companies:

• Depending on the nature of the decision, you may need to file the board resolution with the Registrar of Companies (ROC) within the prescribed time frame.

Note: Consult with a company secretary or legal expert to determine if this step is necessary.

Step 9: Notarization and Certification:

• Once the board resolution is signed, it may be required to be notarized or certified by a competent authority.
• This will depend on the specific requirements of the entity or institution requesting the Board Resolution Certificate.

Step 10: Have the board president approve the board resolution certificate:

• The president of the corporation must approve the certificate before it is considered valid.
• Once the board resolution certificate is complete, it should be filed with the corporate records. It may also be necessary to provide a copy of the certificate to third parties, such as banks or lenders.
• This entire process can be completed within 30 days or as per the timeline advised by the respective authority.

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Required Documents

• Board Resolution Document
• Memorandum and Articles of Association (MOA and AOA)
• Certificate of Incorporation
• Identification Proof such as a copy of their passport, Aadhaar card, PAN card, or any other government-issued identification document.
• Address Proof such as a recent utility bill, bank statement, or rental agreement.
• Power of Attorney (if applicable)
• Supporting Documents: Additional supporting documents may be required depending on the nature of the resolution and the purpose for which the certificate is being obtained.

Office Locations & Contacts

REGISTRAR OF COMPANIES – ANDAMAN & NICOBAR
Registrar Of Companies, Block No.6, B Wing 2nd Floor,
Shastri Bhawan 26, Haddows Road,
Chennai - 600034, Tamil Nadu
Phone - 044-28270071
Fax – 044-28234298
Email: roc.chennai@mca.gov.in
Contact Details link

Eligibility

The eligibility to apply for a board resolution certificate is typically determined by the company's bylaws.

However, there are some general requirements that most companies follow:

• Be a director of the company: To apply for a board resolution certificate, you must be a director of the company. This means that you have been appointed to the board by the shareholders and have the authority to act on behalf of the company.
• Have a legitimate purpose: The board resolution certificate must be for a legitimate purpose. This means that it must be related to the company's business and cannot be used for personal gain.
• Follow the proper procedures: You must follow the reasonable procedures for obtaining a board resolution certificate. This includes calling a board meeting, voting on the resolution, and having the certificate signed by the secretary and president of the company.

Fees

• There is no fee for getting a board resolution certificate.

Validity

• The validity of a board resolution certificate is typically determined by the company's bylaws.

Documents to Use

Please attach documents that people can use. e.g. links

Sample Documents

Please attach sample completed documents that would help other people.

Processing Time

• This entire process can be completed within 30 days or as per the timeline advised by the respective authority.

Related Videos

Videos explaining the procedure or to fill the applications.
Attach videos using the following tag <&video type='website'>video ID|width|height<&/video&> from external websites.
Please remove the '&' inside the tags during implementation.
Website = allocine, blip, dailymotion, facebook, gametrailers, googlevideo, html5, metacafe, myspace, revver,
sevenload, viddler, vimeo, youku, youtube
width = 560, height = 340, Video ID = Can be obtained from the URL of webpage where the video is displayed.
e.g In the following url 'http://www.youtube.com/watch?v=Y0US7oR_t3M' Video ID is 'Y0US7oR_t3M'.

Instructions

• Applicants must complete the application form before submitting it. Incomplete applications will not be accepted.
• Applicants must provide genuine information while applying for this procedure.

Required Information

• The name of the corporation
• The date of the board meeting
• The names of the board members who voted on the resolution
• The vote on the resolution
• The name of the person or persons authorized to act on behalf of the corporation
• The signature of the secretary of the corporation

Need for the Document

• A board of resolution certificate is a document that explains the actions of a company's board of directors that have been verified by the secretary of the organization and approved by the board's president. It is a formal document that provides proof that the board has taken a particular action.

Information which might help

Board Resolution Certificate is typically used to authorize specific actions, such as:

• Appointing officers or employees.
• Entering contracts.
• Making major financial decisions.
• Distributing dividends.
• Amending the company's bylaws.

Other uses of the Document/Certificate

Please explain what are other uses for obtaining this document/certificate.
e.g. Birth Certificate can be used as proof of identity.

External Links

Place some external links which might help.

Others

Here are some additional benefits of using a board resolution certificate:

• Increased transparency: The board resolution certificate provides a public record of the board's actions, which can increase transparency and accountability.
• Reduced risk: The board resolution certificate can help to reduce the risk of liability for the company by providing proof that the board has acted following its fiduciary duties.
• Increased efficiency: The board resolution certificate can help to streamline the decision-making process by providing a formal mechanism for documenting the board's actions.