Other Board Approvals under Section 179(3) and Section 180
The recurring question from the bank, the buyer's lawyer and the diligence team, "is a members' resolution needed for this?", and for a private company the answer is very often no.
- 6 pages
- 62
- Word and PDF
- 12 September 2026
The 4 formats inside
- 1Board resolution, borrowing moniess.179(3)(d)On its own₹149
- 2Board resolution, delegation of borrowing, investment and lending powersproviso to s.179(3)On its own₹149
- 3Special resolution, borrowing powers under section 180(1)(c)s.180(1)(c) and 180(2), s.102On its own₹149
- 4Board resolution, contribution to a charitable funds.181On its own₹149
Read the opening
The first part of “Board resolution, borrowing monies”, as it downloads. Blanks are highlighted.
Certified true copy of the resolution passed at the meeting of the Board of Directors of [ABC Private Limited] held on [Date of the board meeting] at [Time of the board meeting] at the registered office of the Company
BORROWING OF MONIES
The Chairman informed the Board that the Company requires funds for [its working capital requirements / the expansion of its manufacturing facility at ____ / the acquisition of plant and machinery], and that it is proposed to borrow a sum of up to [Rs ____ (Rupees ____ only)] from [name of bank, financial institution or other lender]. He informed the Board that the proposed borrowing, together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business), amounts to [Rs ____] and is within the borrowing powers of the Board under the Articles of Association of the Company. He further informed the Board that Section 180 of the Companies Act, 2013 does not apply to a private company in terms of Notification G.S.R. 464(E) dated 05.06.2015, and that the Company is not in default in the filing of its financial statements or annual return, so that the said exemption is available. [For a public company, substitute: and that the proposed borrowing is within / exceeds the limit specified in Section 180(1)(c), in respect of which the Members have approved a limit of Rs ____ by a special resolution passed on DD.MM.YYYY.]