Board Resolution explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
An entity that wants to carry out corporate social responsibility activities on behalf of companies must register itself by filing Form CSR-1. Before it files, its governing body usually passes a resolution approving the filing and authorising a person to do it. This article gives two specimens, one for a company established under section 8 of the Companies Act, 2013 and one for a trust, society or other non-corporate entity, and explains the rule behind them.
The resolution is passed by the Board of Directors of the implementing agency (or by the trustees or governing body, if it is not a company). It approves the filing, records that the entity holds the income-tax registrations that make it eligible to receive CSR funds, and authorises named persons to file. Rule 4(2) of the CSR Policy Rules requires every entity that intends to undertake CSR activity to register itself by filing Form CSR-1 electronically with the Registrar, and the form is verified digitally by a practising Chartered Accountant, Company Secretary or Cost Accountant. The format follows the rules as held; check the current form on the MCA portal before filing.
When you need this resolution
You need it when a section 8 company, registered public trust, registered society or statutory body proposes to implement CSR projects for corporate donors. Rule 4(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 lists the entities through which a company's Board may ensure CSR activities are undertaken. Rule 4(2) then requires each such entity to register. The resolution is the entity's own internal authority; it is not sent to the Registrar with the form unless the current instructions say so. For help with the filing papers, see our board resolution and legal documents service, and our guides on CSR-1 and CSR-2 and how to apply for CSR-1 registration.
Specimen resolutions
SPECIMEN A: IMPLEMENTING AGENCY THAT IS A COMPANY (SECTION 8 COMPANY) CIN: Registered office: CERTIFIED EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON AT AT ITEM : APPROVAL FOR FILING FORM CSR-1 "RESOLVED THAT in accordance with section 135 of the Companies Act, 2013 read with rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, the Board approves the filing of Form CSR-1 electronically for and on behalf of the Company on the portal of the Ministry of Corporate Affairs. RESOLVED FURTHER THAT the Board takes on record the valid registration certificates of the Company under the income-tax law, bearing numbers dated and dated , that make the Company eligible to receive CSR funds, and that copies be attached to the form as required. RESOLVED FURTHER THAT , Director (DIN ), and , Company Secretary, be and are hereby authorised, jointly or severally, to prepare, sign and file the form, to arrange the digital verification by a practising professional, to receive the CSR Registration Number, and to take all other steps needed for this purpose." Certified true copy For , Director / Company Secretary Date: Place: ---------------------------------------- SPECIMEN B: IMPLEMENTING AGENCY THAT IS NOT A COMPANY (TRUST / SOCIETY / OTHER) Registration No.: Address: EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES / GOVERNING BODY HELD ON AT "RESOLVED THAT in accordance with section 135 of the Companies Act, 2013 and the rules made under it as applicable to a trust or society, an application be made in Form CSR-1 with the Ministry of Corporate Affairs for registration of , and any one of the Trustees / office-bearers, , be and is hereby authorised to finalise and file the application on the portal and to attend to all matters connected with it. RESOLVED FURTHER THAT the Board of Trustees / Governing Body takes on record the valid income-tax registration certificates of the entity, numbers dated , that make it eligible to receive CSR funds, for the purpose of filing Form CSR-1." Certified true copy , Date: Place:
Clause-by-clause explanation
| Clause | What it does | Drafting tip |
|---|---|---|
| Heading and authority line | Shows which body passed the resolution and when | Use the Board for a company, trustees or governing body for others |
| Statutory reference | Ties the filing to section 135 and rule 4(2) | Cite the rule as amended |
| Approval of filing | Gives the entity's internal consent | Say that the filing is for and on behalf of the entity |
| Taking on record tax registrations | Shows the entity is eligible to receive CSR funds | Quote certificate numbers and dates; see our income-tax guides for the underlying registrations |
| Authorised signatory | Names who prepares and files | Name persons by designation and DIN or trustee status |
| Digital verification | Reflects the rule's requirement for professional verification | Engage the professional before the filing date |
| Certification block | Makes the extract usable as proof | Have a director or trustee sign and date |
The law behind it
Rule 4(1) says the Board of a company shall ensure that CSR activities are undertaken by the company itself or through listed kinds of entity: a section 8 company, registered public trust or registered society that is exempt or registered under the income-tax law and approved for donations and established by the company; a section 8 company, trust or society established by the Central or a State Government; an entity established under an Act of Parliament or a State legislature; or a section 8 company, public trust or society with the same tax status and an established track record of at least three years in similar activities.
Rule 4(2) requires every such entity that intends to undertake CSR activity to register with the Central Government by filing Form CSR-1 electronically with the Registrar, with effect from 1 April 2021. The proviso says the sub-rule does not affect CSR projects or programmes approved before that date. Under 4(2)(b), the form is signed and submitted by the entity and verified digitally by a Chartered Accountant, Company Secretary or Cost Accountant in practice. Under 4(2)(c) a unique CSR Registration Number is generated automatically on submission.
Section 135 is the parent provision on CSR; see our section 135 guide.
This article does not describe portal steps or fees. Check the current form and instructions on the MCA portal before filing.
Stamp duty, registration and execution
A board resolution is not chargeable with stamp duty as a matter of course and is not registered. Record the resolution in the minutes, have the chairman or a trustee sign, keep the certified copy with the entity's records, and file it with the form only if the instructions on the portal ask for it. For duty on other documents see our stamp duty overview.
Common mistakes
- Passing the resolution before the entity's tax registrations are in hand.
- Authorising a person who is not an officer or trustee of the entity.
- Mixing up the two specimens, so a trust describes itself as a company.
- Filing the form without arranging the digital verification by a practising professional.
- Omitting the date from the certified extract.
- Treating the registration as unnecessary because projects were approved earlier without checking the proviso to rule 4(2).
- Not recording the CSR Registration Number after it is generated.
Need help with CSR-1 papers?
If your organisation is preparing to register as a CSR implementing agency, we can draft the resolution and review the supporting documents. See board resolution and legal documents. When the donor company needs its own approvals, read our CSR policy board resolution.
Key takeaways
- Rule 4(2) requires registration of every implementing entity.
- The resolution authorises the filing and names the signatory.
- Verification is by a practising professional named in the rule.
- A CSR Registration Number is generated on submission.
- Always check the current form on the portal.
Read next
- CSR-1 and CSR-2 forms guide
- How to apply for CSR-1 registration
- Section 135: corporate social responsibility
- Board resolution for adoption and amendment of CSR policy
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.