Draft Board Resolution for Authorization for Subscribing, Signing and Executing the Memorandum of Association & Articles of Association for combined Subscriber’s approval while incorporating a new Company

Resolved That :-

1. A company be incorporated under the provisions of Indian Companies Act, 2013 in the State of [●], in the name and style of [●] [Name of the proposed Company] (“Proposed Company”) or such other name as may be approved by the Registrar of Companies.

2. The Company does not have any objections to use of the words “[●]” in the name of the Proposed Company; <applicable if common words are used in the name.

3. [Name and Designation of Authorized Representative] of the Company, R/o [address of Authorized Representative] be and is hereby appointed as Authorized Representative (“Authorized Representative”) of the Company to subscribe for and on behalf of the Company and to sign and execute the Memorandum of Association and Articles of Association of the Proposed Company and other necessary forms, affidavits, declarations, and such other deeds and documents as may be incidental and ancillary for the incorporation of the Proposed Company on behalf of the Company.

4. The Authorised Share Capital of the Proposed Company shall be INR /- (Indian Rupees only) divided into [●] ([●] only) Equity Shares of INR /- (Indian Rupees only) each.

5. An initial investment of INR /- (Indian Rupees Only) in the share capital of the proposed Company be made in such a manner that [●] ([●] only) Equity Shares of INR. /- (Indian Rupees only) each shall be subscribed and held in the name of the Company.

6. The paid up capital of the proposed Company shall be subscribed in the following manner-

7. The following persons be and are hereby named as the first Directors of the Proposed Company in the Articles of Association thereof at the time of incorporation:

• [●]
• [●]

8. The Authorized Representative be and is hereby authorized to sub-delegate any of the powers herein conferred upon him to such persons as he may deem necessary.

9. Any and all actions of the Authorized Representative in pursuance to, or in furtherance of the intent and purposes of the foregoing resolutions, are hereby in all respects adopted, approved, confirmed and ratified as the valid and subsisting acts of this Company.

10. Being one of the subscribers to its Memorandum of Association, the pre-incorporation expenses for the Proposed Company be incurred and that this amount may be recovered from the Proposed Company after its incorporation; <if applicable.

11. Any Director be and is hereby authorized to appoint, [Name and designation of professional involved in incorporation] to represent the Company before the Registrar of the Companies, in relation to the matters related and incidental to the incorporation of the Proposed Company.

12. Any Director of the Company be and is hereby authorized to execute, sign, seal and deliver in the name and on behalf of the Company, any and all agreements, deeds, forms, notices, communications or documents relating to, or ancillary to, the incorporation of the Proposed Company, with full power to approve any amendment, alteration or modification to such agreements, deeds or documents, and to do and execute such other deeds, documents, acts and things as may be necessary, desirable or expedient for the purpose of giving effect to any of foregoing resolutions.