Enter Share Allotment Details
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Board Resolution for Allotment of Shares
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: ALLOTMENT OF SHARES AND INCREASE IN PAID-UP SHARE CAPITAL
"RESOLVED THAT pursuant to Section 62 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the Board of Directors be and is hereby accorded for allotment of the following shares:
Number of Shares: Equity Shares
Face Value per Share: Rs. ________________/-
Total Consideration: Rs. ________________/- (Rupees ________________ only)
to the persons named in the list below, which has been approved by the Board and signed by the Chairman for identification:
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to file Form PAS-3 (Return of Allotment) with the Registrar of Companies within the prescribed time as per the provisions of the Companies Act, 2013, and to take all necessary steps to implement the above resolution.
RESOLVED FURTHER THAT Share Certificates in respect of the aforesaid shares be issued to the Allottee(s) under the signatures of at least two Directors of the Company, and countersigned by the Company Secretary (if appointed), as per the provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT the Register of Members be updated to reflect the new shareholding, and necessary entries be made in other statutory registers as applicable."
CERTIFIED TO BE TRUE
For ________________
(Name of the Company)
Signature: _________________________
Name:
Designation:
DIN:
Board Resolution for Allotment of Shares by Increase in Paid-up Share Capital
Standard Board Resolution Template for Share Allotment
Introduction
A Board Resolution for Allotment of Shares by Increase in Paid-up Share Capital is a formal corporate document that records the Board of Directors' decision to allot shares to new or existing shareholders, thereby increasing the paid-up capital of the company. Under the Companies Act, 2013, a company may issue and allot shares within its authorised share capital to raise funds for business expansion, working capital requirements, or other corporate purposes. The Board must pass a resolution approving the allotment after receiving the subscription money and necessary documentation from the allottees.
The resolution specifies the names of allottees, number of shares allotted to each, face value per share, type of shares (equity or preference), distinctive numbers of shares, and the total consideration received. Following the allotment, the company must file Form PAS-3 (Return of Allotment) with the Registrar of Companies within thirty days of the allotment. Share certificates must be issued to allottees within two months of allotment. The Register of Members must also be updated to reflect the new shareholding pattern.
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 share allotment process, reduces the risk of procedural errors, and provides a consistent framework for documenting Board decisions. Standardised formats facilitate smoother ROC filings and ensure compliance with regulatory requirements.
Relevance to Capital Structure Changes
Following Company Registration, companies often need to raise additional capital through fresh share allotment. Any increase in paid-up capital must be properly recorded and intimated to the Registrar of Companies through Form PAS-3 (Return of Allotment) and Form SH-7 (Notice of alteration of share capital) if applicable. If the company has GST Registration, increased capital and expanded business operations may impact GST compliance requirements. The allotment must be made only within the authorised capital or after obtaining necessary approvals for increasing authorised capital.
Board Resolution for Allotment of Shares by Increase in Paid-up Share Capital – 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: ALLOTMENT OF SHARES AND INCREASE IN PAID-UP SHARE CAPITAL
"RESOLVED THAT pursuant to Section 62 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the Board of Directors be and is hereby accorded for allotment of the following shares:
Number of Shares: ________________________ Equity Shares
Face Value per Share: Rs. ________________________/-
Total Consideration: Rs. ________________________/- (Rupees ________________________ only)
to the persons named in the list below, which has been approved by the Board and signed by the Chairman for identification:
| Name of Allottee | No. of Shares Allotted | Type of Share | Distinctive No. |
|---|---|---|---|
| ________________________ | ________________________ | ________________________ | ________________________ |
| ________________________ | ________________________ | ________________________ | ________________________ |
| ________________________ | ________________________ | ________________________ | ________________________ |
RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to file Form PAS-3 (Return of Allotment) with the Registrar of Companies within the prescribed time as per the provisions of the Companies Act, 2013, and to take all necessary steps to implement the above resolution.
RESOLVED FURTHER THAT Share Certificates in respect of the aforesaid shares be issued to the Allottee(s) under the signatures of at least two Directors of the Company, and countersigned by the Company Secretary (if appointed), as per the provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT the Register of Members be updated to reflect the new shareholding, and necessary entries be made in other statutory registers as applicable."
CERTIFIED TO BE TRUE
For ________________________________________
(Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Frequently Asked Questions
1. What is the format of Board Resolution for allotment of shares by increase in paid-up share capital?
The format includes: company details (name, CIN, registered office), meeting particulars (date, time, venue), reference to Section 62 and Articles of Association, allotment details table (name of allottee, number of shares, type of share, distinctive numbers), face value, total consideration, authorisation for filing Form PAS-3, share certificate issuance, and signature block with director's name, designation, and DIN.
2. Is the signature of all directors mandatory on the Board Resolution for allotment of shares?
No, signatures of all directors are not mandatory. 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. The minutes of the meeting record directors who were present and voting details.
3. Should the Board Resolution for allotment of shares be on company letterhead?
While not a strict statutory requirement, it is standard corporate practice to issue board resolutions on company letterhead. The letterhead provides authenticity, includes company details (name, CIN, registered office), and demonstrates formal corporate documentation. This is especially important for resolutions submitted to ROC, banks, and other regulatory authorities.
4. Does the Board Resolution for allotment of shares need to be certified by a professional?
The board resolution itself does not require certification by an external professional. Any director can sign the certified true copy. However, Form PAS-3 (Return of Allotment) filed with ROC may require certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant depending on the company type and form requirements.
5. Who can be considered as an authorized signatory for the Board Resolution for allotment of shares?
Any director of the company can be designated as an authorised signatory for the board resolution for allotment of shares. The authorised signatory signs the certified true copy and is empowered to file Form PAS-3 with ROC, update statutory registers, issue share certificates, and execute other documents necessary to give effect to the resolution.