Board Resolution Format for Razorpay

CERTIFIED TRUE COPY OF BOARD RESOLUTION

Document ID: RES-RAZORPAY-202X-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [Insert State/Country, e.g., Delaware, USA / Karnataka, India]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate record. It is intended for submission to Razorpay (and its affiliates) for the purpose of establishing, managing, and authorizing payment gateway services. This template is provided for informational purposes and does not constitute specific legal advice. Counsel should ensure that this resolution aligns with the Company’s Articles of Association, Bylaws, and the specific requirements of the chosen jurisdiction’s corporate statutes.

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RESOLUTION OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

HELD AT: [Principal Business Address]
DATE: [Date]
TIME: [Time]

WHEREAS, [Company Full Legal Name] (the "Company") desires to engage the payment gateway services provided by Razorpay Software Private Limited (or its relevant regional entity) (“Razorpay”) to facilitate the collection of payments from its customers;

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

1. AUTHORIZATION TO ENGAGE RAZORPAY

The Board of Directors hereby approves and authorizes the Company to enter into a Payment Gateway Services Agreement with Razorpay. The Company is authorized to utilize Razorpay’s platform, APIs, and associated financial services to process electronic payments, recurring billing, and related financial transactions.

2. APPOINTMENT OF AUTHORIZED SIGNATORIES

The following individuals (the "Authorized Signatories") are hereby severally authorized and empowered to sign, execute, deliver, and perform the Payment Gateway Services Agreement, along with any amendments, addenda, or ancillary documents required by Razorpay:

• Name: [Name of Signatory 1], Title: [Title]
• Name: [Name of Signatory 2], Title: [Title]

3. SCOPE OF AUTHORITY

The Authorized Signatories are empowered to: a) Complete and submit the Merchant Onboarding Form (KYC); b) Negotiate fees, including the processing fee of [Percentage/Amount] per transaction; c) Link the Company’s designated corporate bank account ([Bank Name, Account Number]) for settlement purposes; d) Grant API access, manage security credentials, and configure webhooks necessary for system integration.

4. FINANCIAL COMMITMENTS

The Board authorizes the expenditure of funds necessary to cover the costs of services, including but not limited to, platform fees, chargeback fees, and applicable taxes (GST/VAT/Sales Tax) as stipulated in the Razorpay commercial terms.

5. RATIFICATION

Any and all acts taken by the aforementioned Authorized Signatories in connection with the setup of the Razorpay account prior to the date of this Resolution are hereby ratified, confirmed, and approved in all respects.

6. TERM AND TERMINATION

This authorization shall remain in full force and effect until such time as the Board of Directors passes a subsequent resolution to revoke this authority, or until the formal termination of the agreement with Razorpay, whichever occurs first.

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CERTIFICATION

I, the undersigned, being the [Secretary/Director] of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the resolution adopted by the Board of Directors at a meeting duly convened and held on the date specified above, at which a quorum was present and voting, and that said resolution has not been modified or rescinded.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Name of Secretary or Director]
Title: [Title]
Date: [Date]
(Affix Company Seal/Stamp here, if applicable)

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this document in a word processor. Replace all bracketed text [ ] with accurate legal data. Ensure the "Governing Jurisdiction" matches the location where your company is registered.
2. Verification of Authority: Verify against your Company Bylaws/Articles that the specific individuals listed as "Authorized Signatories" possess the internal authority to bind the company to financial service contracts.
3. Digital Execution:
   • For maximum enforceability, utilize an e-signature platform compliant with the ESIGN Act or local equivalent (e.g., DocuSign, Adobe Sign, or HelloSign).
   • Ensure the "Audit Trail" feature is enabled to capture IP addresses and timestamps of all signatories.
4. Submission to Razorpay:
   • Convert the finalized, signed document to PDF/A format.
   • Upload to the Razorpay Merchant Dashboard during the "Compliance" or "KYC" upload phase.
5. Record Retention:
   • File the executed original in the Company's Minute Book.
   • Retain a digital copy in a secure, encrypted corporate repository for at least seven (7) years to satisfy potential tax and regulatory audits.