Enter Pre-Incorporation Expense Details
Fill in the details below to generate a Board Resolution for Reimbursement of Pre-Incorporation Expenses.
Document Preview
Board Resolution for Reimbursement of Pre-Incorporation Expenses
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 at ________________
SUBJECT: REIMBURSEMENT OF PRELIMINARY / PRE-INCORPORATION EXPENSES
The Director, Mr./Ms. ________________, informed the Board that certain expenses were incurred by the promoters before and at the time of incorporation of the Company. Since these expenses were incurred on behalf of the Company for the purpose of its formation and registration, the same are required to be reimbursed to the promoters. A complete statement of all pre-incorporation expenses incurred by the promoters, duly supported by vouchers and receipts, was placed before the Board for consideration and approval.
"RESOLVED THAT the pre-incorporation expenses amounting to Rs. ________________/‑ (Rupees ________________ only), as detailed in the statement placed before the Board (Annexure-A), being the expenses incurred by the promoters before and at the time of incorporation of the Company, be and are hereby taken on record and accounted for in the books of the Company under the head 'Preliminary Expenses' or such other appropriate head as may be determined by the auditors.
RESOLVED FURTHER THAT the said amount incurred as preliminary/pre-incorporation expenses be and is hereby approved for reimbursement to the promoters as per the details mentioned in the statement.
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to sign cheques, authorise fund transfers, or make payments by any other mode to reimburse the promoters for the pre-incorporation expenses, and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
CERTIFIED TO BE TRUE
For ________________
(Name of the Company)
Signature: _________________________
Name:
Designation:
DIN:
Date:
Place:
Board Resolution for Reimbursement of Pre-Incorporation Expenses
Standard Board Resolution Template for Pre-Incorporation Expense Reimbursement
Introduction
A Board Resolution for Reimbursement of Pre-Incorporation Expenses is a formal corporate document that records the Board of Directors' decision to reimburse promoters for expenses incurred before and during the process of incorporating the company. When promoters establish a new company, they typically incur various expenses such as professional fees for drafting Memorandum and Articles of Association, stamp duty, registration fees, legal consultations, and other preliminary costs. Since these expenses are incurred on behalf of the company before it comes into legal existence, they are classified as pre-incorporation or preliminary expenses.
Once the company is incorporated and the Board of Directors is constituted, the Board must formally approve the reimbursement of these expenses to the promoters. The resolution authorises the company to take on record the expenses incurred, account for them in the books of the company under the appropriate head (typically as preliminary expenses), and reimburse the promoters. A detailed statement of all pre-incorporation expenses must be placed before the Board for approval. This resolution is typically passed in one of the early board meetings after incorporation.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are properly addressed. A ready-to-use template saves valuable time during the post-incorporation compliance process, reduces the risk of procedural errors, and provides a consistent framework for documenting Board decisions. Standardised formats help maintain proper records and ensure correct accounting treatment of preliminary expenses.
Relevance to Post-Incorporation Compliance
Immediately following Company Registration, the newly incorporated company must conduct its first board meeting within thirty days. One of the important matters to be addressed in the early board meetings is the approval and reimbursement of pre-incorporation expenses incurred by promoters. These expenses should be properly documented with supporting invoices and receipts. If the company has obtained GST Registration, any GST paid on eligible pre-incorporation expenses may be claimed as input tax credit subject to applicable provisions.
Board Resolution for Reimbursement of Pre-Incorporation Expenses – 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
Date of Meeting: _______________________
Time: _______________________
Venue: Registered Office of the Company at _______________________
SUBJECT: REIMBURSEMENT OF PRELIMINARY / PRE-INCORPORATION EXPENSES
The Director, Mr./Ms. ________________________ (Name of Director), informed the Board that certain expenses were incurred by the promoters before and at the time of incorporation of the Company. Since these expenses were incurred on behalf of the Company for the purpose of its formation and registration, the same are required to be reimbursed to the promoters. A complete statement of all pre-incorporation expenses incurred by the promoters, duly supported by vouchers and receipts, was placed before the Board for consideration and approval.
"RESOLVED THAT the pre-incorporation expenses amounting to Rs. ________________________/- (Rupees ________________________ only), as detailed in the statement placed before the Board (Annexure-A), being the expenses incurred by the promoters before and at the time of incorporation of the Company, be and are hereby taken on record and accounted for in the books of the Company under the head 'Preliminary Expenses' or such other appropriate head as may be determined by the auditors.
RESOLVED FURTHER THAT the said amount incurred as preliminary/pre-incorporation expenses be and is hereby approved for reimbursement to the promoters as per the details mentioned in the statement.
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to sign cheques, authorise fund transfers, or make payments by any other mode to reimburse the promoters for the pre-incorporation expenses, and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
Annexure-A: Statement of Pre-Incorporation Expenses
(Attach detailed statement with the following particulars: Date of Expense, Nature of Expense, Paid To, Amount, and Supporting Document Reference)
CERTIFIED TO BE TRUE
For ________________________________________
(Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Date: __________________________
Place: __________________________
Frequently Asked Questions
1. How will you pass a resolution for reimbursement of Pre-Incorporation Expenses?
A board resolution for reimbursement of pre-incorporation expenses is passed at a duly convened board meeting where quorum is present. A director presents the statement of expenses to the Board. The resolution is approved by a majority of directors present and voting. The resolution authorises recording the expenses in the books and their reimbursement to the promoters.
2. Is the signature of all directors mandatory on the Board resolution format for reimbursement of Pre-Incorporation Expenses?
No, signatures of all directors are not mandatory on the board resolution for reimbursement of pre-incorporation expenses. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director. Minutes record directors present and voting details.
3. Should the Board resolution for reimbursement of Pre-Incorporation Expenses be on company letterhead?
While there is no strict statutory requirement, it is standard corporate practice and highly recommended to issue the board resolution on the company's official letterhead. The letterhead provides authenticity, includes essential company details (name, CIN, registered office, contact information), and demonstrates formal corporate documentation. It enhances credibility for accounting and audit purposes.
4. Does the Board Resolution format for reimbursement of Pre-Incorporation Expenses need to be certified by a professional?
The board resolution itself does not require certification by an external professional. The certified true copy may be signed by any director of the company. If the company has a Company Secretary, they may also certify the resolution. For accounting purposes, the statement of pre-incorporation expenses should be verified and the accounting treatment confirmed by the company's auditors.
5. Who can be considered as an authorized signatory for the board resolution for reimbursement of Pre-Incorporation Expenses?
Any director of the company can be designated as an authorised signatory for the board resolution for reimbursement of pre-incorporation expenses. The authorised signatory signs the certified true copy of the resolution and may also be empowered to sign cheques, authorise fund transfers, and execute other documents necessary for effecting the reimbursement to the promoters.