Board Resolution Format
Certified extract of a board resolution — the document banks usually ask for.
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Certified true extract of the resolution passed at the meeting of the Board of Directors of [company name] held on [date] at [venue].
RESOLVED THAT a [account type] be opened in the name of the Company with [bank and branch], and that the said bank be and is hereby requested to open and operate the said account in accordance with the mandate given below.
RESOLVED FURTHER THAT the following persons be and are hereby authorised to operate the said account, and that the account be operated by [mode of operation]:
| Name and designation | Specimen signature |
|---|---|
| [add one signatory per line] |
RESOLVED FURTHER THAT the said bank be and is hereby authorised to honour all cheques, bills of exchange, promissory notes and other instruments drawn, accepted or made on behalf of the Company, and to act on any instructions given, in accordance with the above mandate, and that this mandate shall continue in force until written notice of its revocation is given to the bank.
RESOLVED FURTHER THAT a certified true copy of this resolution be furnished to the bank, together with the constitutional documents of the Company and identification of the authorised signatories as the bank may require.
What is a Board Resolution?
A board resolution is a decision taken by the directors, written in a form a third party can rely on. Banks, registrars, landlords, insurers and buyers rarely want the minute book — they want a one-page certified extract showing that the board met, was quorate, and resolved a specific thing in specific words. Produce it in the wrong shape and the request comes back refused, usually after a week of waiting.
Every incorporated body produces them: private and public companies, subsidiaries acting on group instruction, one-person companies, and, under their own governing statutes, societies, trusts and associations with a managing committee. The requests come from outside more often than inside. A bank opening an account, a registrar processing a change, a landlord accepting a corporate tenant, a portal enrolling you as a vendor and an acquirer's due diligence team will each ask for the extract covering their own transaction and no other.
What makes a board decision valid is set by your constitution and your companies legislation together: how much notice of the meeting directors get, what counts as a quorum, whether directors may attend electronically and count towards it, and how an interested director must declare and abstain. India additionally applies Secretarial Standard SS-1 to board meetings and their minutes; the UK relies on the articles and the Companies Act 2006; the United States on the bylaws and state law; Australia on the constitution and the Corporations Act 2001. Check whether the recipient also needs the extract notarised or apostilled for use abroad.
An extract is not the minutes and does not replace them — the signed minute book remains the primary record, and the extract is a certified copy of one item from it. It does not create authority the constitution withholds from the board, so a resolution purporting to do something reserved to the members is ineffective however neatly it is certified. It does not bind a third party who has agreed to nothing, and it is not itself a filing: where the registry needs a form, the resolution is only the attachment.
What to put in a Board Resolution
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Company name | For example: Barton Technologies Inc. |
| CIN / registration no. optional | For example: U72900AP2024PTC112233 |
| Registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| Date of the meeting | Free text |
| Venue | For example: the registered office |
| Bank and branch | For example: Huntington National Bank, Dublin Branch |
| Account type | Free text |
| Authorised signatories | One per line: Name, Designation |
| Mode of operation | Free text |
| Chairperson | For example: James Whitfield |
How to write a Board Resolution
Take the wording from the minutes
The extract must reproduce what the board actually resolved, not a tidied-up version drafted afterwards for the bank. If the minute is too vague to use, the fix is a fresh, properly convened resolution, not better prose over an old date. Copy the item number from the minutes so the extract can be traced back to the page it came from.
Record the meeting details and quorum
Give the meeting number where you use them, the date, the time, the place or the electronic platform, the names of the directors present, and confirmation that a quorum was present throughout. Note any director who declared an interest and abstained. A bank checking whether the decision was properly taken reads these lines before it reads the resolution.
Write the operative words as RESOLVED THAT
Use the present operative form: RESOLVED THAT the company do open a current account with the named bank at the named branch. Narrative past tense — the board discussed and agreed to open an account — reads as a summary of a conversation rather than a decision, and reviewers send it back. One resolution per decision, each separately numbered.
Name who may act on it
Close with a further resolved clause naming the individuals authorised to sign the documents, complete the formalities and do whatever else is incidental. Give names and designations rather than the finance team. Without this clause the decision exists but nobody is empowered to execute it, and the recipient returns the extract asking for another one.
Certify it as a true extract
Add a certification block: certified to be a true extract from the minutes of the meeting held on the stated date, signed by the chair, a director or the company secretary, with name, designation, identification number where used, and the date of certification. Print it on company letterhead. Some recipients also want each page initialled and the company stamp applied.
Common mistakes
- Dating the extract before the meeting it certifies, which is visible on the face of the document and destroys its credibility instantly.
- Recording attendance but not the quorum, leaving the recipient unable to confirm the board could validly decide anything.
- Writing the resolution as a summary of the discussion, so nobody can identify the exact words the directors approved.
- Leaving out the authorisation clause, which produces an approved decision that no named person has power to execute.
- Having the extract certified by someone holding no office in the company, such as an accounts clerk, which most banks and registrars refuse.
Frequently asked questions
What is a board resolution?
A formal decision of the company's directors, taken at a properly convened meeting or by written circulation where the constitution allows it, and recorded in the minutes. The written extract that circulates outside the company is a certified copy of that minute. The distinction matters: the decision is the resolution, and the paper is evidence of it.
What is a certified true copy of a board resolution?
A one-page extract of a single minute, signed by a director, the chair or the company secretary under a statement that it is a true copy of the resolution passed at the meeting held on a stated date. Banks and registries ask for it because it gives them a named person attesting to the record without handing over the whole minute book.
Who signs a board resolution?
The minutes are signed by the chair of the meeting or of the next meeting, following your constitution. The extract that goes outside is certified by a director or the company secretary and, where the resolution authorises a particular individual, preferably not by that individual. Check whether the recipient states who it will accept, because banks and registries often do.
Does a board resolution need to be on letterhead?
There is normally no legal requirement, but recipients expect it, and letterhead carries the registered name, number and office address a reviewer wants to match against the register. Use it. Where the document is going abroad, ask whether notarisation or an apostille is needed as well, since that has to be arranged around the original signature.
Do board resolutions have to be filed with the registrar?
Only certain ones, and which ones depends on your jurisdiction. Some decisions trigger a prescribed form with the resolution attached, while most stay in the minute book and are produced on request. Check your registry's list of filable resolutions and the deadline for each, because the penalty for a late filing usually accrues from the date of the meeting rather than the date you notice.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.