BR — Consolidation explained: this guide covers what BR — Consolidation 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 — Consolidation or Sub-Division of Shares
Ready-to-use draft board resolution for consolidation or sub-division of shares 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?
consolidation or sub-division of shares 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 61(1)(b)/(d), the Board recommends equity shares of Rs. each into 1 equity share of Rs. each / sub-division of every 1 equity share of Rs. each into equity shares of Rs. each], subject to approval by ordinary resolution. SH-7 to be filed within 30 days."
"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
Key: (a) Ordinary resolution sufficient. (b) Total authorized capital remains same. (c) Sub-division (stock split): reduces FV, increases number. Common: Rs. 10 → Rs. 2 (5x split). (d) Consolidation (reverse split): increases FV, reduces number. Used to increase per-share price. (e) File SH-7 within 30 days. (f) New certificates issued to all shareholders.
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 | ☐ |
