Board resolution for power of attorney.
Section 179 board resolution authorising the execution of a power of attorney in favour of a named individual, with scope, duration, and revocation clauses.
A power of attorney issued by a company is one of the most over-broad documents companies routinely sign. The default templates floating around the internet authorise the attorney to do almost everything — sign contracts, execute deeds, appear before authorities, operate bank accounts, sell property. The version you want is the one that is narrow enough to survive scrutiny but broad enough to be useful for the actual task.
This template is the board resolution that authorises the company to execute a power of attorney in favour of a named individual for a specifically defined scope. Section 179(3) of the Companies Act 2013 requires that the powers to issue securities, borrow, invest, grant loans and guarantees, take over a company, or sell a substantial undertaking be exercised by the board — and the resolution authorising the POA must reflect that the matters delegated are within the board's power to delegate in the first place.
The template includes scope drafting for the three most common cases: appearing before a regulator (RoC, SEBI, RBI, Income Tax) for filings and submissions, executing transaction documents in a specific deal, and operating a specific bank account or branch operations. Each scope is independently usable — pick one and delete the others. It also includes a clear revocation clause, a duration clause, and a sub-delegation prohibition.
A POA cover sheet template is appended to the resolution for stamping under the relevant State Stamp Act. POAs are generally non-judicial stamp paper documents (₹100–500 depending on state and purpose); the cover sheet has placeholders for state, stamp value, and notarisation, since these vary.
The whole document.
Every clause and schedule shipped in the DOCX. No surprises after you download.
- Recital — board meeting, quorum, notice
- Reference to Section 179(3) and the matter being delegated
- Identity of the attorney — name, designation, address, PAN
- Scope clauses — choose from regulator-facing / transactional / banking
- Duration of the POA — fixed term or until revocation
- Revocation procedure and notice requirement
- Sub-delegation prohibition
- Authority to execute the POA on stamp paper and have it notarised
- POA cover sheet template for stamping (state-specific placeholders)
- Authorised signatory clause for executing the POA on behalf of the company
- Annexure — non-judicial stamp value guidance by major state
- Certification block
Timing and trigger.
Before delegating company representation for a specific filing, transaction, or branch operation. Most commonly used for cross-border subsidiaries, regulator appearances, and property transactions.
The sections it cites.
Companies Act 2013, Section 179(3) (powers exercisable by board). Indian Stamp Act 1899 and the state-specific Stamp Acts (the POA itself is stamped under State law, not Central). Powers of Attorney Act 1882. Notaries Act 1952 for the notarisation block. The resolution itself is not separately filed with the MCA, but the underlying transaction may trigger AOC-2 or other filings if it falls within Section 188.
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Honest disclaimer: this is a scaffold, not legal advice. It is reviewed by Indian practitioners but every filing should be reviewed by your own counsel before execution.
Documents that travel together.
Board resolution for bank account opening
Standard board resolution to open a current account with a scheduled commercial bank, with authorised signatory and mandate clauses. The most-requested SMB template.
Board resolution for related-party transactions
Section 188 + Rule 15 board resolution approving a related-party transaction with the arm's-length declaration, audit committee reference, and AOC-2 disclosure trigger.
Questions buyers ask.
Can I use this for a Section 8 company?+
The mechanics are the same — Section 173 notice, Section 179 powers, SS-1 standards apply to Section 8 companies too. The differences are in the activity-specific resolutions (a Section 8 company will have additional governance language around its charitable object and FCRA-linked clauses if applicable). For the standard appointment / banking / RPT resolutions, the template works as drafted with minor preamble edits.
Does this work for a One Person Company (OPC)?+
An OPC needs a minute of the sole director's decisions, not a board resolution per se — Section 122 of the Companies Act 2013 deems decisions by the sole director (recorded in the minute book) as if passed at a board meeting. The substance of the resolution is the same; the recital paragraph at the top changes. We do not ship a separate OPC template — the edit is straightforward.
What if the resolution was passed by circulation, not at a meeting?+
Section 175 allows for resolutions by circulation for matters that don't statutorily require a meeting. The template includes an alternative recital paragraph for circulation resolutions — substitute it for the meeting recital, attach the date of circulation, and record the assent of the majority of directors entitled to vote.
Has this template been reviewed by a practitioner?+
Yes. Templates are drafted by our editorial team with input from Indian practitioners across corporate secretarial, valuation, and AIF practice. That said, every filing should be reviewed by your own counsel before execution. This is a scaffold, not legal advice.
Can I customise it?+
Yes — open the PDF in any editor that supports text extraction (Word, Google Docs, Pages all paste cleanly from the PDF), or use it as a structural reference for your own draft. Sections are organised modularly so you can keep what applies, swap defaults where flagged, and slot in your facts. Annotations note which clauses are negotiable and which are statutory minimums you can't drop. An editable .docx version is on the roadmap.
Or skip the template
and run the workflow.
See how Company OS generates these from a board meeting. The template gets you to the first draft; Kapitalyze gets you to the filing, the register update, and the audit trail in one workflow.