Board Resolution Format for Pas 3

CERTIFIED BOARD RESOLUTION: PAS-3 (RETURN OF ALLOTMENT)

Document ID: BR-PAS3-2024-[Unique-ID]
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Country, e.g., Delaware, USA / Republic of India]

LEGAL COMPLIANCE NOTICE

This document serves as a template for institutional record-keeping. The enforceability of corporate resolutions is subject to the specific requirements of the local Companies Act and the internal Articles of Association of [Company Full Legal Name]. Legal counsel must verify compliance with specific jurisdictional filing deadlines (e.g., PAS-3 filing requirements under the Companies Act, 2013, if applicable) prior to execution.

I. CERTIFIED EXTRACT OF THE MINUTES

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE ADDRESS].

PRESENT:

1. [Director Name], Chairperson
2. [Director Name], Director

1. APPROVAL OF ALLOTMENT OF SECURITIES "RESOLVED THAT pursuant to the provisions of [Section 42/62 of the Companies Act, 2013 or relevant local legislation] and in accordance with the Memorandum and Articles of Association of the Company, the consent of the Board of Directors be and is hereby accorded to the allotment of [Number of Shares] equity shares of [Currency/Par Value] each, fully paid-up, at a premium of [Amount] per share, to the persons listed in the Annexure A attached hereto (the 'Allottees')."

2. FILING OF FORM PAS-3 "RESOLVED FURTHER THAT [Authorized Signatory Name/Company Secretary] be and is hereby authorized to sign, verify, and file Form PAS-3 (Return of Allotment) with the Registrar of Companies or the relevant regulatory body within the statutory period of [Number] days, and to take all such actions as may be necessary to give effect to this resolution, including affixing the Common Seal of the Company, if required."

II. TERMS OF ENGAGEMENT AND ALLOTMENT

1. SCOPE OF SERVICES The Company hereby confirms the issuance of securities as authorized above. The Allottees receive these shares subject to the terms of the Subscription Agreement dated [Date], which is incorporated herein by reference.

2. COMPENSATION AND PAYMENT TERMS The consideration for the allotment of shares in the amount of [Amount in USD] has been received in full by the Company via wire transfer into the designated escrow account on [Date]. No further payments are required for the issuance of these fully paid-up shares.

3. TERM AND TERMINATION This resolution is permanent and irrevocable once filed with the regulatory authority. Termination of the underlying investment relationship shall be governed strictly by the Shareholders’ Agreement (SHA) executed between the parties.

4. INTELLECTUAL PROPERTY AND WORK MADE FOR HIRE Any IP rights created or arising in connection with the Company's business operations during the tenure of the Allottees’ interest shall remain the sole and exclusive property of [Company Full Legal Name].

5. MUTUAL CONFIDENTIALITY The Parties agree to maintain strict confidentiality regarding the terms of this allotment, the valuation of the Company, and any non-public financial information disclosed during the subscription process. This obligation survives for a period of [Number] years following the effective date.

6. LIMITATION OF LIABILITY AND INDEMNIFICATION The Company’s aggregate liability to the Allottee arising out of this resolution shall not exceed the total subscription amount paid. The Allottee agrees to indemnify and hold harmless the Company against any claims arising from the Allottee's breach of representations made during the subscription.

7. DISPUTE RESOLUTION AND ARBITRATION Any dispute arising out of this resolution shall be settled by binding arbitration under the rules of [Arbitration Association, e.g., AAA/LCIA] located in [City, Jurisdiction]. The seat of arbitration shall be [City].

8. GOVERNING LAW This document shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of laws principles.

III. EXECUTION AND FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company: [Company Legal Name]
Date: [Date]

FOR [CLIENT / INVESTOR / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

IV. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Preparation: Open this document in your preferred word processor. Use the "Find and Replace" function to populate all bracketed fields ([...]).
2. Verification: Cross-reference the "Allottees" list with your internal register of members to ensure the data matches the share certificate issuance.
3. Digital Execution: Upload the finalized PDF to a secure digital signature platform (e.g., DocuSign, Adobe Sign, or HelloSign). Ensure the "Audit Trail" feature is enabled for regulatory proof.
4. Board Ratification: Ensure the minutes of the board meeting where this resolution was passed are signed by the Chairman and entered into the Company’s Minute Book within 30 days.
5. Regulatory Filing: Access your government portal (e.g., MCA21, SEC EDGAR, or local equivalent). Upload the PAS-3 form and attach this signed resolution as an exhibit.
6. Record Retention: Maintain the signed original in the Corporate Minute Book and a digital copy in the Company’s secure legal repository for a minimum of 7 years, or as mandated by local statutes.