Who can file a board resolution in India?

Detailed Legal Analysis

A board resolution in India can be filed by the company secretary or any director of the company.

What the law says

The Companies Act, 2013 governs the procedures related to board resolutions. According to Section 179 of the Act, the powers of the Board of Directors are exercised in meetings, and resolutions can be passed either at a meeting or by circulation.

Who is authorized to file?

The following individuals can file a board resolution:

• The Company Secretary, if one is appointed.
• Any Director of the company, as per the provisions of the Articles of Association.
• In the absence of a Company Secretary, the Chairman of the Board may also sign the resolution.

Requirements for filing

When filing a board resolution, ensure the following:

• The resolution must be duly passed by the Board of Directors during a meeting or through a circular resolution.
• Minutes of the meeting should be recorded and signed by the Chairman or the Company Secretary.
• The filing must be done within the stipulated time frame as required by the Companies Act.

Timeline and forum

Typically, a board resolution must be filed with the Registrar of Companies (RoC) within 30 days of passing the resolution. The filing is done through the prescribed forms available on the Ministry of Corporate Affairs website. Non-compliance can lead to penalties under Section 450 of the Companies Act, 2013.

Disclaimer: AI-generated for educational purposes only. Does not constitute legal advice. Consult a qualified practitioner.