Board resolution for share allotment.
Section 62 compliant board resolution to allot equity or preference shares on a private placement basis, with PAS-3 filing trigger and Register of Members update.
An allotment is the moment paper becomes equity. Get the resolution wrong and your PAS-3 is incorrect, your Register of Members is incorrect, and your next due diligence will surface a cure-and-disclose situation that is more painful than getting it right the first time.
This template is the board resolution to allot shares under Section 62 (rights / preferential / private placement) of the Companies Act 2013, drafted for the common case of a private placement to identified investors following a PAS-4 offer letter. It assumes a valuation report under Rule 11UA where the shares are being issued at a premium (mandatory for issues to non-residents and for preference shares), application money has been received in the company's bank account, and a Section 62(1)(c) special resolution authorising the issue has already been passed by members (filed via MGT-14).
The resolution covers the allotment itself, the number and class of shares allotted to each allottee, the price (face value + premium), the date of allotment, the authorisation to file Form PAS-3 with the Registrar within 15 days under Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules 2014, the authority to issue share certificates (Form SH-1) within two months, and the authority to update the Register of Members.
A separate annexure tabulates allottees, their share counts, the consideration paid, and the source of funds — auditors and FEMA filers expect this table. Where the allottee is a non-resident, a separate FEMA / FCGPR-trigger note is included. This is a scaffold reviewed by an ICSI-qualified CS; substitute your specific issue terms before filing.
The whole document.
Every clause and schedule shipped in the DOCX. No surprises after you download.
- Recital — board meeting details, quorum, notice compliance under Section 173
- Reference to the special resolution under Section 62(1)(c) and MGT-14
- Reference to the PAS-4 private placement offer letter served on identified persons
- Reference to the Rule 11UA valuation report (date, valuer name, IBBI reg number)
- Allotment table — allottee name, PAN, share class, count, face value, premium, total
- Date of allotment and the basis of allotment
- Authorisation to file Form PAS-3 within 15 days under Rule 12
- Authorisation to issue Form SH-1 share certificates within two months
- Authorisation to update the Register of Members (MGT-1) and Beneficial Ownership records
- FCGPR trigger flag for non-resident allottees with reference to FEMA 20(R)
- Authority for any director or the CS to sign certificates and file forms
- Certification block — Chairman or Company Secretary
Timing and trigger.
At the board meeting held after application money is received and the EGM special resolution authorising the issue has been passed. Pass this resolution and then file PAS-3 within 15 days.
The sections it cites.
Companies Act 2013, Section 62(1)(c) (preferential allotment), Section 42 (private placement), Section 56 (transfer/transmission), Section 88 (Register of Members). Companies (Prospectus and Allotment of Securities) Rules 2014 — Rule 12 (PAS-3), Rule 14 (PAS-4 offer letter). Rule 11UA of the Income Tax Rules 1962 (valuation for premium issues). FEMA 20(R) and the FCGPR filing trigger for non-resident allottees.
Get the template by email.
Drop your work email and we'll send the print-ready PDF — instantly, and a copy lands in your inbox. We don't share your email; you can unsubscribe with one click.
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 appointment of director
SS-1 compliant board resolution to appoint an additional or executive director, with DIR-2 consent reference and a DIR-12 filing trigger.
Shareholders' agreement (SHA) — Indian startup template
Full SHA scaffold for an Indian Companies Act 2013 private limited company — preference rights, ROFR, drag/tag-along, board composition, exit waterfall. Series Seed to Series B.
Founder restricted stock agreement (with vesting)
Restricted stock purchase + reverse-vesting agreement for Indian founders. 4-year vest, 1-year cliff, double-trigger acceleration, good-leaver / bad-leaver mechanics.
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.
Do I need a Rule 11UA valuation for every allotment?+
For preferential allotments at a premium under Section 62(1)(c), and for any issue to non-residents, a valuation report from an IBBI-registered valuer or merchant banker (depending on the class of investor) under Rule 11UA is mandatory. Rights issues to existing residents at par do not require the report. The template flags both cases.
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.