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Board resolution for incorporating a subsidiary / WOS

A board resolution for incorporating a subsidiary approves promoting and subscribing to the shares of a new company, in India or overseas, and authorises the incorporation filings and the initial investment. The subscription is an investment attracting section 186 alongside the section 179(3)(e) board power, and an overseas subsidiary brings FEMA’s overseas investment rules into play.

certified true copy formatWord + PDF · frees.179(3)(e) and s.186

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.

+ Add the company’s letterhead — OnCompliance does this automatically for every client

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 sections 179(3)(e) and 186 of the Companies Act 2013, and with the consent of all the directors present, approval be and is hereby accorded to promote and incorporate a wholly owned subsidiary under the name [PROPOSED SUBSIDIARY NAME] and to subscribe to [INITIAL SUBSCRIPTION] in its capital.

FURTHER RESOLVED THAT [AUTHORISED PERSON (NAME)], [AUTHORISED PERSON (DESIGNATION)], be and is hereby authorised to sign and file the incorporation documents, act as the authorised representative of the company as subscriber, and do all acts necessary to give effect to this resolution.

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 at a board meeting before the incorporation filings; for an overseas entity, the FEMA overseas-investment process runs alongside.

Legal basis: s.179(3)(e) and s.186, Companies Act 2013

Related resolutionsRegistered office change →Company name change (initiation) →Object clause change (initiation) →Conversion into LLP (initiation) →All 42 purposes →Step-by-step: Inter-Corporate Loan / Investment (S.186) →

Common questions

Does incorporating a WOS need shareholder approval?

The subscription is an inter-corporate investment; within the section 186 limits a unanimous board sanction suffices, beyond them a special resolution is needed.

What extra applies to an overseas subsidiary?

The FEMA overseas investment rules govern the outbound investment, with their own forms and conditions; take that route’s advice before the board approves.

Who signs the subscriber sheets for the new company?

The authorised representative the board names for the corporate subscriber, per this resolution.

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.