Certified True Copy 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.
A certified true copy (CTC) is an extract of a resolution, certified by an authorised officer as a true copy of what stands in the minute book. Banks, the Registrar, auditors and counterparties ask for it instead of the minute book itself. This article explains who may certify and when, and gives three formats: the members' resolution appointing an auditor, the board resolution appointing an additional director, and the members' resolution regularising that director. The company secretary or a director signs; the firm's own articles and the facts decide the wording.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked before use.
Under SS-1 and SS-2 (mandatory under section 118(10)), extracts of minutes are given only after the minutes have been duly entered and signed, but a certified copy of a resolution may be issued earlier if its text was placed at the meeting (board) or if the chairman, a director or the company secretary certifies it (general meeting). Appointment of an auditor is notified to the Registrar in Form ADT-1 within fifteen days of the meeting (section 139(1)); a director's appointment is reported in Form DIR-12 within thirty days (rule 18).
When you need it and the legal basis
| Source | What it provides | Use |
|---|---|---|
| SS-1 paragraph 7.7.2 | Extracts of board minutes are given only after the minutes have been entered in the minutes book; certified copies of any resolution may be issued earlier if the text of the resolution had been placed at the meeting; extracts of signed minutes may be given physically or electronically. A member is not entitled to inspect board minutes (paragraph 7.7.1). | Board resolution CTC. |
| SS-2 paragraph 17.6.2 | Extract of minutes of a general meeting is given only after the minutes are signed; a resolution may be issued pending signing if certified by the Chairman, any Director or the Company Secretary; copies for a member's request are certified by the Company Secretary or an officer authorised by the Board. | General meeting CTC. |
| Section 139(1) and its provisos | The auditor is appointed at the annual general meeting and holds office until the conclusion of the sixth AGM; written consent and a certificate from the auditor are obtained before appointment; the company informs the auditor and files a notice of the appointment with the Registrar within fifteen days of the meeting. | Format (a). |
| Rule 3, Companies (Audit and Auditors) Rules | The audit committee (or the Board where none is required) considers the proposed auditor's qualifications and experience and recommends to the members; the auditor holds office from the conclusion of that meeting till the conclusion of the sixth AGM, counting that meeting as the first. | Recital in format (a). |
| Rule 4 of the same Rules | The auditor's certificate on eligibility, term and limits and pending professional proceedings; the notice to the Registrar is in Form ADT-1. | Annexures. |
| Section 161(1) | If the articles confer the power, the Board may appoint a person (other than one who failed to get appointed in a general meeting) as an additional director, who holds office up to the next AGM or the last date on which it should have been held, whichever is earlier. | Format (b). |
| Section 152(2), (3), (4), (5) | Directors are appointed by the company in general meeting save as otherwise provided; the person must hold a Director Identification Number and give a declaration of non-disqualification; consent to act is filed with the Registrar within thirty days of appointment. | Formats (b) and (c). |
| Rule 8, Appointment and Qualification of Directors Rules | Consent in Form DIR-2 furnished on or before appointment; filed with the Registrar in Form DIR-12 within thirty days (with the fee as the Fees Rules provide). | Annexure to (b). |
| Rule 18 of the same Rules | A return of particulars of appointment of a director or key managerial personnel and changes is filed in Form DIR-12 within thirty days of the appointment or change. | Filing note. |
| Section 117(1) and (3); rule 24, Management and Administration Rules | Certain resolutions (including special resolutions and certain board resolutions listed in section 117(3)) are filed with the Registrar within thirty days of passing, in Form MGT-14 as rule 24 provides. | Check whether the members' resolution is one of them. |
Our article on the auditor's appointment at the AGM and the ADT-1 process and the one on regularising an additional director cover the full process; this article supplies the extracts. For board resolution sets, see our board resolutions and legal documents service.
The format
(a) Certified true copy of the members' resolution appointing the auditor
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING OF HELD ON , AT AT
Item : Appointment of statutory auditor
"RESOLVED THAT pursuant to section 139 of the Companies Act, 2013 and the Rules made under it, (Firm Registration Number ), Chartered Accountants, who have given their written consent and a certificate that their appointment is in accordance with the conditions prescribed, be and are appointed as the statutory auditor of the Company to hold office from the conclusion of this meeting till the conclusion of the annual general meeting, on a remuneration of Rs. for the financial year , to be fixed by the Board for later years in consultation with the auditor."
Nature of resolution: resolution, passed with votes in favour and against.
Certified to be a true copy
For
Name:
Designation:
DIN or membership number:
Place: Date:
(b) Certified true copy of the board resolution appointing an additional director
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , AT AT
Item : Appointment of as additional director
"RESOLVED THAT pursuant to section 161(1) of the Companies Act, 2013 and article of the Articles of Association of the Company, and having received the Director Identification Number , the declaration that he/she is not disqualified, and the consent to act in Form DIR-2 of , be and is appointed as an Additional Director of the Company with effect from , to hold office up to the date of the next annual general meeting or the last date on which that meeting should have been held, whichever is earlier.
RESOLVED FURTHER THAT , Director / Company Secretary, be authorised to file the particulars of the appointment with the Registrar in Form DIR-12 within thirty days of the appointment and to do all things necessary for it."
Certified to be a true copy
For
Name: Designation:
DIN or membership number:
Place: Date:
(c) Certified true copy of the members' resolution regularising the director
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING OF HELD ON ,
Item : Appointment of as a Director
"RESOLVED THAT pursuant to section 152 and other applicable provisions of the Companies Act, 2013, (DIN ), who was appointed by the Board as an Additional Director with effect from and holds office up to the date of this meeting under section 161(1), and who is eligible and has given the declaration and consent required, be and is appointed as a Director of the Company ."
Nature of resolution: resolution, passed with votes in favour and against.
Certified to be a true copy
For
Name: Designation:
DIN or membership number:
Place: Date:
How to fill it
| Placeholder | What goes in | Source |
|---|---|---|
| Meeting details | Number, date, time, venue as in the minutes | Minute book |
| Auditor's name, firm registration number | As in the auditor's consent and certificate | ADT-1 papers and rule 4 certificate |
| Term | Till the conclusion of the sixth AGM, counting the meeting of appointment as the first (rule 3(7)) | Rule 3 |
| Nature of resolution | As described in the notice and the minutes; for the type, see the Act's section 114 | Notice, minutes |
| Article number | The article that confers power on the Board to appoint additional directors | Articles of Association |
| DIN, declaration, DIR-2 | As received from the director | Section 152(3), (4); rule 8 |
| Date and certifier | Date of certification and the name of the certifying officer | SS-1 paragraph 7.7.2 and SS-2 paragraph 17.6.2 |
Common mistakes
- Certifying an extract before the text was placed at the meeting. SS-1 paragraph 7.7.2 allows an early certified copy only for a resolution whose text was placed at the meeting.
- Issuing an extract of a general meeting resolution before the minutes are signed without certification by the Chairman, a director or the company secretary, as SS-2 paragraph 17.6.2 requires.
- Treating the board's appointment as lasting beyond the next AGM. An additional director holds office up to the next AGM or the last date it should have been held, whichever is earlier (section 161(1)).
- Appointing a person who failed to get appointed as a director in a general meeting; section 161(1) excludes such a person.
- Omitting the ADT-1 notice. Section 139(1) requires it within fifteen days of the meeting in which the auditor is appointed.
- Using a CTC as a substitute for filing a resolution that section 117(3) lists. Check section 117 and rule 24 for the filing.
Signing, filing and time limit
Who certifies. For a board resolution the sources use "certified", without naming the officer in SS-1 paragraph 7.7.2; the usual signatories are the company secretary or a director. For a general meeting resolution pending signing of minutes, the Chairman, any director or the company secretary (SS-2 paragraph 17.6.2); for a member's request, the company secretary or an officer authorised by the Board.
Forms and time limits. Form ADT-1 within fifteen days of the meeting for the auditor (section 139(1), rule 4(2)); Form DIR-12 within thirty days of the director's appointment (rules 8 and 18); Form MGT-14 within thirty days where section 117(3) applies (section 117(1), rule 24). The CTC itself has no form and no time limit in the sources; SS-2 paragraph 17.6.2 gives a seven working days period for copies requested by a member who is entitled to inspect.
Need help with certified copies and filings?
If the minutes are not in order or a resolution needs a filing, get the extracts, the minute book entries and the forms checked together. Our board resolutions and legal documents team prepares certified copies and the connected filings.
Key takeaways
- Extracts follow signed minutes; a certified copy of a resolution may be issued earlier on the conditions in SS-1 and SS-2.
- The auditor's appointment is notified in Form ADT-1 within fifteen days of the meeting.
- An additional director holds office to the next AGM; the members regularise by resolution.
- Form DIR-12 within thirty days of the appointment.
- Check section 117(3) before treating the CTC as the only paper needed.
Read next
- How to appoint an auditor at the AGM: the ADT-1 process
- How to regularise an additional director at the AGM
- Filing resolutions with the ROC: MGT-14 guide
- Board resolution authorising a representative under section 113
- Board meeting agenda before the AGM
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.