📘 Director Minutes & Resolutions – Ensure Legal Compliance & Strong Governance
In every company, key decisions are made by its Board of Directors. But just making decisions isn't enough—documenting those decisions legally and correctly is equally important. That's where Director Minutes and Resolutions come into play.
As a business owner or company director, you must comply with corporate governance norms laid down under the Companies Act, 2013. Whether it’s a board meeting or a shareholder meeting, maintaining accurate and timely minutes and resolutions is not just a formality—it’s a legal necessity that protects your business from future disputes, audits, or penalties.
Let us help you draft and maintain your board decisions in a professional and compliant manner, ensuring smooth corporate functioning.
📝 What Are Director Minutes and Resolutions?
Minutes are the official, written records of decisions taken during board meetings or general meetings.
Resolutions are formal decisions passed by the board or shareholders, either in meetings or via circulation.
These documents serve as legal evidence of decisions made and ensure transparency and accountability in corporate governance.
🔍 Levels & Importance of Documentation
Board Level: Minutes of Board Meetings (BM) are crucial for decision-making and regulatory compliance.
Shareholder Level: General Meeting Minutes (AGM/EGM) record decisions affecting shareholders' interests.
Committee Level: Minutes of committees (like Audit Committee, CSR Committee) as per requirement.
Proper documentation of these helps avoid:
Legal disputes
Regulatory penalties
Non-compliance issues during audits or inspections
⚖️ Legal Provisions under the Companies Act, 2013
Section 118 – Deals with minutes of proceedings of general meetings, board meetings, and resolutions.
Section 179 – Covers the powers of the Board and authorisation of key decisions via resolutions.
Rule 25 & 26 of Companies (Management & Administration) Rules, 2014 – Specify the manner of maintenance and signing of minutes.
Depending on the nature of the decision, resolutions can be of the following types:
Board Resolutions
Passed by the Board of Directors for routine or operational decisions, such as:
Appointment or resignation of directors
Opening bank accounts
Approval of financial statements
Allotment of shares
Shareholder Resolutions (Members' Resolutions)
Passed by shareholders at general meetings, they include:
Appointment or removal of directors/auditors
Alteration of MOA/AOA
Change of company name or registered office
Voluntary winding up
Ordinary Resolution
Requires a simple majority. Used for regular decisions.
Special Resolution
Requires at least 75% majority. Used for critical decisions (e.g., alteration in capital structure,
mergers, etc.).
Resolutions by Circulation
Passed without a physical meeting, sent to all directors for approval.
❗ Penalties for Non-Compliance
Failure to maintain or sign minutes properly may lead to:
Penalty up to ₹25,000 for the company
₹5,000 per officer in default (including directors/CS)
MCA may consider it as a case of mismanagement or suppression of records
Auditor or regulatory disqualification
⏳ Timelines & Maintenance Requirements
🖋️ Format & Key Contents of Minutes
Well-drafted minutes should contain:
Date, time, and venue of the meeting
Names of present members and quorum status
Agenda items discussed
Summary of deliberations
Exact resolution text passed
Signature and date by Chairman
We use structured formats based on MCA and ICSI guidelines to maintain quality and uniformity.
Clients often overlook the need for formal resolutions. Here are key decisions where resolutions are mandatory:
Appointment or change of directors or auditors
Issue or transfer of shares
Declaration of dividend
Borrowing money or giving loans
Buyback of shares or ESOP issuance
Related party transactions
Investment in other companies
Any alteration in MOA, AOA, or capital
We help you identify when resolutions are legally necessary, and assist in drafting & filing them properly.
📑 Digital Maintenance & E-Documentation Support
We also provide:
E-minute book maintenance as per the Companies (Amendment) Act
Board portal integration for easy access to minutes & resolutions
Resolutions by email circulation with digital consent tracking
Cloud-based register and documentation (if opted)
Reminders for meeting due dates
Ready-to-use resolution templates
ROC filing services (like MGT-14 for special resolutions)
Statutory register updates alongside minutes
Training to directors on legal compliance during board proceedings
“A well-documented decision today is your strongest defence tomorrow.”
Maintaining proper minutes and resolutions:
Safeguards directors from liability
Enhances investor, auditor & banker confidence
Makes future due diligence and M&A easier
Ensures ROC & regulatory compliance
🛡️ Why Clients Trust Us
As your trusted CS service provider, we offer:
Drafting of accurate, legally compliant minutes & resolutions
Customization based on your business needs
Timely compliance with ROC and Companies Act norms
Expert support during audits or inspections
📂 Our Services Include:
Drafting Board and Shareholder Resolutions
Preparing Minutes of Board, Committee, and General Meetings
Maintenance of Statutory Registers & Minute Books
Filing relevant resolutions with ROC (MGT-7, MGT-14, etc.)
Providing compliance calendar for regular documentation
🏢 Who Needs These Services?
Private Limited Companies
Public Limited Companies
Section 8 Companies (NGOs)
LLPs (for partner resolutions)
Startups and growing businesses seeking investment or funding
📌 Final Note:
Neglecting minutes and resolutions can lead to heavy penalties and disqualification of directors. Stay ahead with professional documentation support and protect your company's legal standing.
Let us handle the paperwork—so you can focus on growing your business.
| Document | Timeline for Preparation | Signing Authority | Storage Requirement |
| Board Meeting Minutes | Within 30 days of meeting | Chairman of the meeting | 8 years (physical or electronic) |
| General Meeting Minutes | Within 30 days of the meeting | Chairman of the meeting | Permanently |
| Committee Minutes | Within 30 days of meeting | Chairman of the committee | 8 years |