Board resolution for approval of financial statements
A board resolution for financial statements approves the annual financial statements and the board’s report under section 134 of the Companies Act 2013 and authorises their signing, submission to the auditors and circulation to members ahead of the AGM. Approving financial statements is a board power exercised only at a meeting under section 179(3)(g).
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.
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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 the financial statements of the company for the financial year [FINANCIAL YEAR], including the balance sheet, statement of profit and loss and notes, as placed before the meeting, be and are hereby approved and signed in terms of section 134 of the Companies Act 2013 and submitted to the statutory auditors for their report.
FURTHER RESOLVED THAT the draft board’s report placed before the meeting be and is hereby approved and signed, and that the said statements and report be circulated to the members with the notice of the annual general meeting.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at a board meeting before the AGM notice goes out; the approved and audited statements are then laid at the AGM and filed in AOC-4 within 30 days of it.
Legal basis: s.134 and s.179(3)(g), Companies Act 2013
Common questions
Can financial statements be approved by circulation?
No. Approval of financial statements and the board’s report is a section 179(3) item exercisable only at a board meeting.
Who signs the financial statements?
Section 134(1) prescribes the signatories, including the chairperson where authorised or two directors, and the CS and CFO where appointed.
What follows board approval?
The auditor’s report, the AGM laying the statements, and the AOC-4 filing within 30 days of the AGM.
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.