BR — Authorization explained: this guide covers what BR — Authorization 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.
BR — Authorization for Share Transfer Registration
Ready-to-use draft board resolution for authorization for registering share transfers under the Companies Act, 2013. Includes format, legal references, and compliance notes. Illustrative only — customize based on your company's MOA, AOA, and professional advice.
Filing: MGT-14 within 30 days if required under Section 117
When is This Resolution Needed?
authorization for registering share transfers requires a formal resolution under the Companies Act, 2013. Must be passed at a validly convened Board meeting with proper quorum (Section 174 — 1/3rd of directors or 2, whichever higher), notice (7 days under Section 173(3)), and minutes (Section 118).
Draft Board Resolution
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON AT AT
Present: 1. Mr./Ms. — Director (Chairperson) | 2. Mr./Ms. — Director | 3. Mr./Ms. — Director
Quorum: Present throughout as required under Section 174.
Resolution
"RESOLVED THAT pursuant to Section 56, the following be authorized to approve and register share transfers on behalf of the Board: Mr./Ms. (Director) and Mr./Ms. (CS), subject to compliance with AOA transfer restrictions and applicable stamp duty."
"RESOLVED FURTHER THAT any one Director or the Company Secretary be and is hereby authorized to do all acts, deeds, and things necessary to give effect to the above resolution, including filing forms with ROC, signing documents, and making applications."
Certified True Copy
For
| Company Secretary / Director | Date: | Place:
Compliance Notes
Note: Standing authorization saves time — Board need not approve each transfer individually. The authorized persons verify: valid SH-4, adequate stamp duty, no AOA restriction violation, no FEMA restriction (for NRI transfers). Register of Members updated within 30 days.
Post-Resolution Checklist
| # | Action | Timeline | Responsible | ☐ |
|---|---|---|---|---|
| 1 | Record minutes within 30 days (Sec 118) | 30 days | CS | ☐ |
| 2 | File MGT-14 if required (Sec 117) | 30 days | CS/Director | ☐ |
| 3 | File applicable MCA form | 15-30 days | CS/Director | ☐ |
| 4 | Update statutory registers | 7-15 days | CS | ☐ |
| 5 | Notify stakeholders | As prescribed | CS | ☐ |
