Board resolution for legal proceedings authorisation
A board resolution for legal proceedings authorises a named person to institute, defend and compromise legal proceedings for the company, engage advocates, and sign and verify pleadings, applications and affidavits. Courts and tribunals routinely require the authority of the person signing on record, and the certified true copy is that proof.
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 [AUTHORISED PERSON (NAME)], [AUTHORISED PERSON (DESIGNATION)] of the company, be and is hereby authorised to institute, pursue, defend, compromise or withdraw any legal proceedings by or against the company before any court, tribunal or authority, to sign and verify plaints, written statements, complaints, petitions, applications, affidavits, vakalatnamas and all other pleadings and documents, to engage and instruct advocates, and to do all acts necessary for the conduct of such proceedings.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it before proceedings are filed or a defence entered; many boards grant a standing litigation authority in these terms.
Common questions
Why do courts ask for a board resolution?
A company sues and is sued through authorised persons; the court needs the signatory’s authority on record, and defective authorisation invites objections to the pleadings.
Can the authority be standing rather than case-specific?
Yes. Boards commonly grant standing authority in these terms; a case-specific resolution can be layered on where a counterparty or forum insists.
Does this cover criminal complaints, such as cheque-bounce cases?
The wording above covers complaints; the complainant company acts through the authorised person named here.
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.