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Board resolution for issue / allotment of shares

A board resolution for allotment of shares records the board allotting shares to named allottees against consideration received and authorises issue of share certificates and the return of allotment. Issuing securities is a board power under section 179(3)(c), and the allotment route itself (rights, private placement, bonus) has its own prior approvals.

certified true copy formatWord + PDF · frees.179(3)(c) and s.56(4)(b)

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.

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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)(c) of the Companies Act 2013, [SHARES AND PRICE] be and are hereby allotted to [ALLOTTEE(S)], the consideration for which has been received by the company, and that the register of members be updated accordingly.

FURTHER RESOLVED THAT share certificates be issued to the allottees under the common authority of the board within the period prescribed, and that [NAME], [DESIGNATION], be and is hereby authorised to file the return of allotment in form PAS-3 with the Registrar of Companies.

Certified true copy
For [COMPANY NAME]


[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________

Click anywhere in the document to edit it.

When is this resolution passed?

Pass it once the offer under the chosen route closes and monies are received; file the return of allotment in form PAS-3 within its timeline and issue certificates within two months of allotment.

Legal basis: s.179(3)(c) and s.56(4)(b), Companies Act 2013

Related resolutionsShare transfer approval →Investment in shares of another company →Reduction of share capital (initiation) →Duplicate share certificate →Interim dividend →All 42 purposes →Step-by-step: Share Allotment →

Common questions

Which approvals come before the allotment resolution?

The offer route drives them: a rights issue under section 62(1)(a), a private placement under section 42 with its special resolution, or a bonus under section 63. The allotment board resolution closes the process.

What is the deadline for share certificates after allotment?

Within two months of allotment under section 56(4)(b).

What is PAS-3?

The return of allotment filed with the ROC after every allotment, within the timeline prescribed for the route used.

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.