Board resolution for availing loan / credit facility
A board resolution to borrow records the board exercising the company’s borrowing power for a stated facility, names the lender and amount, and authorises execution of the loan and security documents. The power to borrow monies is a board power under section 179(3)(d) of the Companies Act 2013, exercisable only by a resolution at a board meeting.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT pursuant to section 179(3)(d) of the Companies Act 2013, the consent of the board be and is hereby accorded to avail a [FACILITY TYPE] of up to Rs [AMOUNT (RS)] from [BANK] on such terms as may be agreed, and that the borrowing be within the limits applicable to the company under section 180(1)(c) of the Act.
FURTHER RESOLVED THAT [AUTHORISED PERSON (NAME)], [AUTHORISED PERSON (DESIGNATION)], be and is hereby authorised to negotiate, finalise, sign and execute the facility agreement, security documents and all other deeds and writings required, and to do all acts necessary to give effect to this resolution.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at a board meeting before executing the facility documents. If total borrowings will exceed the paid-up capital plus free reserves ceiling, shareholder approval by special resolution under section 180(1)(c) is also required first.
Legal basis: s.179(3)(d) and s.180(1)(c), Companies Act 2013
Common questions
Is a board resolution mandatory for a company to borrow?
Yes. Borrowing monies is a power the board must exercise by resolution at a board meeting under section 179(3)(d); lenders require the certified true copy before disbursal.
When is shareholder approval also needed for borrowing?
When the proposed borrowing takes total borrowings (apart from temporary loans from bankers in the ordinary course) beyond the company’s paid-up capital plus free reserves and securities premium, a special resolution under section 180(1)(c) is required.
Does creating security on assets need anything more?
If a charge is created on company assets, it must be registered with the ROC in form CHG-1 within the timeline in section 77.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.