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Board Resolution for Approval of ESOP Scheme
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office: ________________
Email: ________________
Date of Meeting: __________
Time: ______ (Hours)
Venue: ________________
SUBJECT: APPROVAL OF EMPLOYEE STOCK OPTION PLAN (ESOP) SCHEME
"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, and in accordance with the Memorandum and Articles of Association of the Company (including any statutory amendment, modification, or re-enactment thereof for the time being in force), and subject to such other approvals, permissions, and sanctions as may be necessary, and such conditions and modifications as may be prescribed or imposed by the members in general meeting, the consent of the Board be and is hereby accorded to the formulation and implementation of:
Scheme Name: "________________" (hereinafter referred to as "the Scheme")
and to create, grant, offer, issue, and allot from time to time, in one or more tranches, stock options not exceeding:
Maximum Number of Options: __________ (__________ in words)
Option Name: ________________
to or for the benefit of employees and Directors (excluding Independent Directors) of the Company, for such number of stock options, equity shares, and/or equity-linked instruments including any other instruments or securities which could give rise to the issue of equity shares (hereinafter collectively referred to as "Securities") of the Company, at such price and on such terms and conditions as mentioned in the Scheme.
RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company pursuant to the exercise of stock options under the Scheme shall rank pari passu in all respects with the then existing Equity Shares of the Company.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby authorised, jointly and/or severally, to:
- Do all such acts, deeds, matters, and things as may be necessary or expedient for implementing the Scheme;
- File necessary documents, intimations, and e-forms with regulatory authorities;
- Settle any questions, difficulties, or doubts that may arise in connection with the ESOP Scheme without requiring further approval from the Board.
Certified to be a True Copy
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Date:
Place:
Board Resolution for Approval of ESOP Scheme
Professional Format Guide for Corporate Compliance
Introduction
A Board Resolution for Approval of Employee Stock Option Plan (ESOP) Scheme is a formal corporate document that records the consent of the Board of Directors to formulate and implement an employee stock option programme. Under the Companies Act, 2013, companies proposing to grant stock options to employees and directors must obtain prior approval of the Board before launching such schemes.
ESOPs are a strategic tool for attracting, retaining, and motivating key talent by offering an opportunity to participate in the company’s equity. This resolution forms the foundation for subsequent shareholder approval and specifies key details such as the scheme name, number of options, eligible employees, and authority for implementation. It is commonly required during statutory audits and regulatory disclosures.
Benefits of Using a Standard Format
Using a professionally drafted board resolution format ensures that all statutory requirements are properly documented. A standardised template reduces procedural errors, saves time during board meetings, and provides a consistent structure that can be customised to suit specific ESOP parameters.
Standard formats also support smoother regulatory scrutiny and shareholder approval processes.
Relevance to Corporate Compliance
Implementation of an ESOP Scheme involves multiple compliance requirements. Following board approval, companies must obtain shareholder approval through a special resolution and disclose scheme details in the Directors’ Report and financial statements.
For newly incorporated companies, an ESOP scheme can be an effective tool for building a committed workforce. Proper documentation of the board resolution supports ongoing secretarial, audit, and compliance obligations.
Board Resolution for Approval of ESOP Scheme – Sample Format
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on __________ (Date) at __________ (Time) at __________ (Venue)
SUBJECT: Approval of Employee Stock Option Plan (ESOP) Scheme
RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, and in accordance with the Memorandum and Articles of Association of the Company, the consent of the Board be and is hereby accorded to formulate and implement the following Employee Stock Option Plan:
Scheme Name: “______________________________”
Maximum Number of Options: __________ (__________ in words)
Option Name: _______________________________
to create, grant, offer, issue, and allot stock options to eligible employees and Directors (excluding Independent Directors) of the Company, on such terms and conditions as set out in the Scheme.
RESOLVED FURTHER THAT the Equity Shares issued pursuant to the exercise of stock options under the Scheme shall rank pari passu in all respects with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby authorised, jointly and/or severally, to take all necessary actions, file required forms and documents, and resolve any matters arising in connection with the implementation of the ESOP Scheme.
Certified to be a True Copy
For _______________________________ (Company Name)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Date: _______________________________
Place: _______________________________
Frequently Asked Questions
1. Is the signature of all directors mandatory on the board resolution for ESOP?
No. The resolution is passed by a majority of directors present at the board meeting. A certified true copy may be signed by an authorised director or the company secretary.
2. Does the board resolution for ESOP require professional certification?
Professional certification is not mandatory. However, certification by a practising Company Secretary may be requested for regulatory filings or third-party verification.
3. Is shareholder approval required after board approval?
Yes. After board approval, shareholder approval through a special resolution at a general meeting is mandatory for implementation of the ESOP Scheme.
4. Who can sign the certified copy of the ESOP resolution?
Any authorised director or the company secretary may sign the certified true copy of the resolution.
5. Which resolution is required for approval of ESOP Scheme?
An ordinary resolution at the board meeting is required initially, followed by a special resolution of shareholders. Listed companies must also comply with applicable SEBI regulations.