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Board Resolutions of a newly incorporated company

The directors first meeting of board resolutions which should be held with in thirty days from the date of company registration under the act 2013 of section 173. This meeting disposes of various items which are vital for newly registered company.


A director is appointed under the section 2(13) of act 2013 as the board of a company. So, a fine distinction between the definition of the term in the act 2013 and the predecessor acts as in that act the definition was including and contain a person occupying the director position by whichever name called. Hence, a person could be assessed as a director even if he were not appointed by the board.

How the first board is formed

The board of directors is first formed in the following ways;

  • By subscribing MOA
  • conferring the power to assigned to the member of the memorandum or a more of them on promotion.
  • Named in the AOA of the company.

First directors’ names in the AOA

board resolutions

When the company first directors are names in the AOA, such articles make a condition saying which the individuals named herein after shall become the first directors of the company. The names are also specified. The advantage of having such a condition in the articles is that once the articles are registered with the memorandum for company registration. The persons named in the articles as directors quickly become the company’s first directors may without any periods of waiting.

First directors appointed by subscribers

The companies act 2013 specifies that regulation 60 of table F to the schedule I offers that the whole directors and their first director names shall be specified in the memorandum for writing it’s by the subscribers. If a company has this stipulation in its articles.

Directors to be individuals

Only a person can be appointed as director and no body corporate, firm or association can be appointed as company director. The director of their company on their office is to be a definite size of an office is similar as trust.

Subscribers of memorandum as directors

In default of and subject to any act in the company AOA and their member of the MOA who are single. It shall be considered as the company directors.

Advantage of appointing first directors

Under section 7 of the act 2013 appointment of first directors in the articles, the designated directors have the power of providing and subscribing to the ROC.  All the needs and rules have been compiled within favour of their registration. The statements created by the advocate of supreme court or chartered accountant or high court or a secretary.

 Director Identification Number (DIN)

 The director identification number (DIN) was established in the act 1956 with the insertion of sections 266A to 266G of act 2006. The above conditions are indicated to sections 153 to 159 of the act 2013.

Step by step process

The applicant is necessary to apply for a DIN electronically in Form No. DIR-3 for allotment of the DIN. The government has also provided an electronic device to assist submission of the application through the MAC website portal.

Applicant should download Form No. DIR-3 from the portal, fill in the necessary particulars therein, confirm and sign the form and after attaching copies of the following documents, scan and file the total set of documents electronically:

  • Specimen signature properly verified
  • Proof of identity and residence


After that the applicant is need to register in the form no DIR-3 after signature and submit it electronically using his own digital signature and the same shall be confirmed by:

CS or Cost Accountant

By a company secretary in full time employment or by the company director or the managing director in which the applicant become as a director.

Digital Signature Certificate (DSC)

The digital signature is an electronic device with the process of section 3. The digital signature means (DSC) provided under section 35 of the information technology act 2000.

Rule 3(2) of the said rules further provided that every director, secretary or person mentioned in the act for authentication of e-form application or documents etc., which are need to be delivered or filed under the act or rules made thereunder. They shall get a digital signature certificate (DSC) from the qualifying jurisdiction for the reasons of that certificates.

Registration of MOA

The companies act 2013 under section 7 with rule 14 specifies that an advocate, chartered accountant, company secretary, cost accountant in practice who is involved in the company registration and by the person by named in the articles.

Effect of Registration

This MOA and AOA registration effects, if any is that the ROC under his hand will verify that the registered company as private limited company that the firm is incorporated as limited. The said certificate is named as the certificate of incorporation. From the date of company registration, it becomes qualified of applying all the uses of a company.

Corporate Identity Number (CIN)

The companies act 2013 under the section 7 that the date specified in the certificate provided under sub-section (2) of section 7 of the act 2013. The registrar shall not assign to the company a CIN which shall be a distinct identity of the company. It is specified in the registration certificate. An CIN is allotted to the company specifies listing status, year of registration, sequential number and ownership allotted by ROC.

First board resolutions meeting within one month

This meeting can be done quickly after the date of registration. It happened within 30 days of the date of their company registration under the act 2013. The first auditors of a company are appointed by the board of directors with in 30 days of the date of their company registration. If they are not appointed the auditor within 30 days of the date of their registration itself in their meeting. If you start a company in Bangalore, you can have to register your company in the respective ROC. After the incorporation, you can have to proceed with your partners on the board resolutions.

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