The Board Resolution To Incorporate A Subsidiary Company is a fundamental corporate document used when a company decides to expand its operations through a subsidiary structure in India. This resolution is required under the Companies Act, 2013, and serves as the primary authorization document for creating a new subsidiary entity. It is typically prepared when a company wants to separate certain business operations, enter new markets, or create distinct legal entities for specific business purposes. The resolution must include comprehensive details about the proposed subsidiary's structure, capitalization, objectives, and authorized representatives. It forms the basis for all subsequent incorporation documents and regulatory filings with the Registrar of Companies and other relevant authorities in India. The document demonstrates compliance with corporate governance requirements and provides a clear mandate for officers to proceed with the incorporation process.

1. Title and Date: Specifies that this is a resolution of the Board of Directors, including company name and meeting date

2. Attendance and Quorum: Lists directors present and confirms that valid quorum is present as per Articles of Association

3. Background: Brief context explaining the business rationale for incorporating a subsidiary

4. Proposed Subsidiary Details: Specifies name, registered office, business objectives, and proposed capital structure of the new subsidiary

5. Board's Consideration: States that the Board has considered the proposal and relevant materials

6. Main Resolution: The primary resolution approving the incorporation of the subsidiary

7. Authorization of Officers: Names specific officers authorized to execute incorporation documents and handle regulatory filings

8. Investment Approval: Specifies the approved investment amount and terms for the subsidiary

9. Certification: Statement by Company Secretary or authorized director certifying the resolution