Board Resolution

Board Resolution for Private Placement of Shares

Use this resolution to approve a private placement offer and authorise issue of the PAS-4 offer letter.

CERTIFIED TRUE COPY OF THE RESOLUTION

passed at the meeting of the Board of Directors of [Company Name] held on [Meeting Date] at the registered office of the Company

RESOLVED THAT pursuant to Section 42 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and subject to the approval of the members by special resolution, the Board be and is hereby accorded consent to offer and allot, by way of private placement, [Number] equity shares of Rs. [Amount] each to the identified persons whose names are recorded in the list placed before the Board, the number of such persons not exceeding the statutory limit.

FURTHER RESOLVED THAT the private placement offer-cum-application letter in Form PAS-4 be issued to the identified persons, that the subscription monies be received only through banking channels in the separate bank account, and that any Director or the Company Secretary be and is hereby severally authorised to file Form PAS-3 with the Registrar of Companies and to do all acts necessary to give effect to this resolution.

Certified to be true copy

For [Company Name]


_______________________
(Director / Company Secretary)
DIN / Membership No.: ________
Date: [Effective Date]

Before you use it — fill in / check

  • Company name
  • Amount/details
  • Effective date
  • Meeting date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.