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Board Resolution for Incorporating a Subsidiary Company
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: Registered Office of the Company
SUBJECT: INCORPORATION OF A SUBSIDIARY COMPANY
"RESOLVED THAT Mr./Ms. ________________ (Name) and Mr./Ms. ________________ (Name), ________________ of the Company, be and are hereby jointly and severally authorised to incorporate a company as a subsidiary of the Company under the provisions of the Companies Act, 2013, with the following particulars:
Proposed Name: ________________
(or) Alternate Name: ________________
(whichever is made available by the Registrar of Companies)
Authorised Capital: Rs. ________________ (Rupees ________________ only)
Number of Equity Shares:
Face Value per Share: Rs. ________________
Main Objects of the Subsidiary Company:
1. ________________
2. ________________
3. ________________
The Articles of Association of the subsidiary company to be incorporated shall be in pari materia with those of the Company.
RESOLVED FURTHER THAT Mr./Ms. ________________ (Name) and Mr./Ms. ________________ (Name) be and are hereby jointly and severally authorised to do all acts, deeds, matters, and things necessary in connection with and incidental to the incorporation of the subsidiary aforesaid, including but not limited to:
- Filing necessary forms, applications, and documents with the Registrar of Companies;
- Signing the Memorandum and Articles of Association of the subsidiary;
- Subscribing to the shares of the subsidiary on behalf of the Company;
- Executing such other documents and doing such other acts as may be required to give effect to this resolution.
Certified to be a True Copy
For and on behalf of
________________
(Name of the Company)
Signature: _________________________
Name:
Designation:
DIN:
Board Resolution for Incorporating a Subsidiary Company
Professional Format Guide for Company Registration & Expansion
Introduction
A Board Resolution for Incorporating a Subsidiary Company is a formal corporate document that records the consent of the Board of Directors to establish a new company as a subsidiary of the parent company. Under the Companies Act, 2013, a company becomes a subsidiary when the holding company controls more than half of its total voting power or controls the composition of its board.
Prior board approval is mandatory before initiating the incorporation process. This resolution authorises designated representatives to proceed with incorporation and specifies key details such as the proposed company name, authorised capital, share structure, and main objects. It is commonly used by companies expanding operations or segregating business activities.
Benefits of Using a Standard Format
Using a professionally drafted board resolution format ensures that all statutory requirements are properly documented. A ready-to-use template saves time during board meetings, reduces the risk of procedural errors, and provides a consistent framework to capture incorporation details.
Standardised formats also facilitate smoother processing of Company Registration applications with the Registrar of Companies.
Relevance to Company Registration
Incorporation of a subsidiary follows the standard Company Registration process under the Companies Act, 2013. The board resolution serves as documentary evidence that the holding company has formally authorised the incorporation.
During registration, the subsidiary’s Memorandum and Articles of Association, director appointments, and registered office details are filed with the ROC. Proper documentation of the parent company’s resolution establishes the holding–subsidiary relationship from inception.
Board Resolution for Incorporating a Subsidiary Company – 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 the Registered Office of the Company.
SUBJECT: Incorporation of a Subsidiary Company
RESOLVED THAT Mr./Ms. _______________________________ and Mr./Ms. _______________________________, _______________________________ (Designation) of the Company, be and are hereby jointly and severally authorised to incorporate a company as a subsidiary of the Company under the provisions of the Companies Act, 2013 with the following particulars:
Proposed Name: _______________________________
Alternate Name: _______________________________
Authorised Capital: Rs. _______________________________ (Rupees _______________________________ only)
Number of Equity Shares: _______________________________
Face Value per Share: Rs. _______________________________
Main Objects of the Subsidiary Company:
1. _______________________________
2. _______________________________
3. _______________________________
The Articles of Association of the subsidiary company shall be in pari materia with those of the Company.
RESOLVED FURTHER THAT the authorised representatives be and are hereby empowered to file necessary forms with the Registrar of Companies, sign the Memorandum and Articles of Association, subscribe to shares on behalf of the Company, and do all such acts as may be required to give effect to this resolution.
For and on behalf of _______________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Who can sign the board resolution for incorporating a subsidiary company?
Any director or the company secretary may sign the certified true copy of the resolution as authorised by the Board.
2. Is the signature of all directors mandatory?
No. The resolution is passed by a majority of directors present and voting at a duly convened board meeting. Only an authorised signatory signs the certified copy.
3. Is shareholder approval required for incorporating a subsidiary?
Generally, a board resolution is sufficient. However, shareholder approval may be required if mandated by the Articles of Association or if investment limits are exceeded.
4. Can the resolution be passed by circulation?
If permitted by the Articles, a resolution by circulation is possible. However, for incorporation of a subsidiary, passing the resolution at a board meeting is considered best practice.
5. Is professional certification mandatory?
No statutory professional certification is required for the resolution, though incorporation forms may need certification by a practising professional.