Fundraise & governance · Template
The allotment resolution is the corporate act that turns money received into shares issued. It is short, and it is checked in every subsequent diligence — so the recitals need to establish that the procedure under the Companies Act was actually followed, not merely that the board wanted the outcome.
Quick Statutory Answer
Can shares be allotted by a board resolution alone? The board passes the allotment resolution under s. 179 of the Companies Act, 2013, but the underlying issue may first require shareholder approval depending on the route taken under s. 62. A preferential allotment in particular carries its own approval and procedural requirements, which the resolution's recitals should reflect.
The full text of this document as VidhiSar drafts it, with every blank shown in square brackets. Copy it or download it as a Word file and fill it in yourself — or answer a few questions and VidhiSar fills it in and prints a formatted PDF. Clauses that apply only in some cases are left out here; the drafting flow adds them when your answers call for them.
CERTIFIED TRUE COPY OF RESOLUTION
Company: [Company Name] Date of Board Meeting: [Date of Board Meeting] Date of Resolution: [Date of Resolution]
Certified true copy of the resolution passed by the Board of Directors of [Company Name] at its meeting held on [Date of Board Meeting], in accordance with Section 179 and Section 62 of the Companies Act, 2013.
RESOLUTION
1. "RESOLVED THAT, pursuant to Section 62(1)(c) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, and subject to such approvals as may be required, the consent of the Board of Directors be and is hereby accorded to allot [Number of Shares Allotted] equity shares of the Company at a price of Rs. [Price Per Share] per share, out of the total authorised share capital of [Total Authorised Share Capital] shares, to [Allottee Name] ('Allottee')."
2. "RESOLVED FURTHER THAT the Company Secretary/Authorised Signatory be and is hereby authorised to file the requisite forms (including Form PAS-3) with the Registrar of Companies within the statutory timeline, update the Register of Members, and issue share certificates to the Allottee."
DIRECTORS PRESENT
The following Directors were present and voted in favour of the above resolution: [Directors Present].
CERTIFICATION
Certified to be a true copy of the resolution passed at the said meeting.
For [Company Name]
What the law behind this document actually requires.
| Essential Clause | Legal Purpose & Protection | Governing Law / Benchmark |
|---|---|---|
| Meeting particulars and quorum | Date, time, place or mode, directors present and confirmation of quorum. A resolution passed without quorum is vulnerable. | Companies Act, 2013 — s. 62 |
| Recitals establishing authority | Reference to the shareholder approval where required, the offer letter, and the section under which the allotment is made. This is what shows the procedure was followed. | Companies Act, 2013 — s. 179 |
| Confirmation that subscription money was received | With amount, date and mode. Allotment before receipt is a defect that surfaces later. | Companies Act, 2013 — s. 56 and the filing regime |
| The operative allotment | Allottee names, number and class of shares, face value and premium. Precision here, since this is what the register will reflect. | Companies Act, 2013 — s. 62 |
| Authorisation to issue certificates and make filings | Names who signs share certificates and who makes the statutory filings, so the follow-through does not stall. | Companies Act, 2013 — s. 179 |
| Register updates | Directing that the register of members and related registers be updated. Registers that lag the resolutions are a standard diligence finding. | Companies Act, 2013 — s. 56 and the filing regime |
The board passes the allotment resolution under s. 179 of the Companies Act, 2013, but the underlying issue may first require shareholder approval depending on the route taken under s. 62. A preferential allotment in particular carries its own approval and procedural requirements, which the resolution's recitals should reflect.
Allotment is followed by statutory filings with the Registrar of Companies within prescribed periods, along with issue of share certificates and updates to the register of members. The specific forms and timelines should be confirmed against the current rules.
Section 403 of the Companies Act, 2013 provides for additional fees on late filing, and the exposure accrues at ₹100 per day per form with no upper limit. On an old default that quietly reaches lakhs, because it never stops accruing.
Allotment should follow receipt of the subscription money. Allotting first creates a defect that is routinely picked up in diligence, and the resolution should record the amount, date and mode of receipt precisely because that is what a later reader will check.
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