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Board Resolution

Board Resolution to Adopt a New Set of Articles

Use this resolution to adopt a wholly new set of Articles of Association and place it before the members.

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 14 read with Section 5 of the Companies Act, 2013 and subject to the approval of the members by special resolution, the consent of the Board be and is hereby accorded to adopt, in substitution and to the entire exclusion of the existing Articles, a new set of Articles of Association based on Table F of Schedule I, as placed before the meeting, with effect from [Effective Date].

FURTHER RESOLVED THAT a general meeting be convened to pass the special resolution, and any Director or the Company Secretary be and is hereby severally authorised to file Form MGT-14 with the Registrar of Companies within thirty days 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

  • Entity name
  • 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.