Draft Board Resolution for Entrenchment of Articles of Association of Company

Resolved That pursuant to provisions of Section 5 of Companies Act, 2013 read with Rule 10 of Companies (Incorporation) Rules, 2014 and Section 14 of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), subject to the approval of <all the Shareholders (in case of private company)/shareholders by way of Special Resolution passed (in case of Public Company)>  in General Meeting, consent of the Board of Directors of the Company be and is hereby accorded entrench the Article of Association of Company post incorporating the entrenchment provisions as provided below –

Resolved Further That the copy of the amended Articles of Association of the Company as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved.

RESOLVED FURTHER THAT Mr./ Ms. [Name and Designation of the authorized person] be and is hereby authorized to file the copy of entrenched Articles of Association and to sign and to file necessary documents including necessary forms, documents as may be required with the Registrar of Companies and to do all acts, deeds, matters and things as may be necessary or expedient thereto to give effect to the aforesaid resolution.


For and on behalf of ___________ (Company Name)___________


___________________ (Name of Company Secretary, if any/Director)

___________________ (Designation)

_____________________ (DIN/Membership No. as the case may be)

_____________________ (Address of the Director)

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Team Lawctors

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