Directors Resolution To Issue Shares for India

Directors Resolution To Issue Shares Template for India

A Directors Resolution to Issue Shares is a formal board resolution under Indian company law that authorizes the issuance of new shares in a company. This document, governed by the Companies Act, 2013, records the board's approval for increasing the company's share capital through new share issuance, whether through rights issue, preferential allotment, or private placement. The resolution must comply with Indian statutory requirements, including specific disclosures about the number of shares, issue price, basis of valuation, and details of allottees. It serves as official evidence of the board's decision and forms the basis for subsequent regulatory filings with the Registrar of Companies.

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What is a Directors Resolution To Issue Shares?

A Directors Resolution To Issue Shares is a crucial corporate document required under Indian law whenever a company decides to increase its share capital by issuing new shares. This resolution is mandated by the Companies Act, 2013, and must be passed at a valid board meeting or through circulation. The document becomes necessary when companies need additional capital for expansion, want to bring in new investors, or are conducting a rights issue. It details the type of shares being issued, the issue price, allottee information, and compliance with relevant regulations. For listed companies, additional SEBI regulations apply, and for foreign investment, FEMA compliance must be addressed. The resolution serves as the foundation for all subsequent documentation and regulatory filings related to the share issuance.

What sections should be included in a Directors Resolution To Issue Shares?

1. Title and Company Details: Full legal name of the company, CIN, registered office address

2. Meeting Details: Date, time, venue/mode of meeting, directors present and quorum confirmation

3. Chairman: Appointment/presence of chairman for the meeting

4. Background: Context for the share issuance, including existing capital structure and reason for issuance

5. Share Issuance Details: Number, class, and price of shares to be issued

6. Statutory Compliance Statement: Confirmation of compliance with relevant sections of Companies Act and other applicable laws

7. Board Authorization: Specific powers granted to officers/directors to execute the share issuance

8. Closing and Signatures: Standard closing language, date, and space for director signatures

What sections are optional to include in a Directors Resolution To Issue Shares?

1. FEMA Compliance: Required when shares are being issued to non-resident investors

2. Preferential Allotment Terms: Required for preferential allotments, including justification of price

3. Rights Issue Declaration: Required when shares are being offered to existing shareholders

4. Valuation Report Reference: Required when shares are issued at a premium or to foreign investors

5. Pre-emptive Rights Waiver: Required when existing shareholders' pre-emptive rights are being waived

6. Digital Signature Clause: Required when the resolution is being signed electronically

What schedules should be included in a Directors Resolution To Issue Shares?

1. Schedule A - List of Allottees: Details of proposed allottees including name, number of shares, consideration amount

2. Schedule B - Valuation Report Summary: Summary of share valuation report if shares are issued at premium

3. Appendix 1 - Board Meeting Attendance: List of directors present and mode of attendance

4. Appendix 2 - Existing Shareholding Pattern: Current shareholding pattern of the company before new issuance

5. Appendix 3 - Draft Share Certificate: Format of share certificates to be issued

6. Appendix 4 - Statutory Forms: Relevant statutory forms like PAS-3, MGT-14 etc. to be filed with ROC

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Banking & Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Infrastructure

E-commerce

Education

Agriculture

Mining

Entertainment & Media

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Board of Directors

Executive Management

Corporate Affairs

Regulatory Affairs

Investment Relations

Relevant Roles

Company Director

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Compliance Officer

Corporate Lawyer

Investment Banker

Finance Manager

Board Chairman

Chief Executive Officer

Corporate Finance Manager

Legal Manager

Regulatory Affairs Manager

Company Administrator

Industries
Teams

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