Board Resolution Drafting for Nepali Companies
A board resolution is a formal decision made by a company's board of directors. In Nepal, board resolutions are required for major company decisions — bank account operations, property transactions, contract signing, government filings, and more. Resolutions must be correctly worded to be legally valid.
Common Situations Requiring a Board Resolution
- Bank account opening or signatory change — Banks require a board resolution specifying who can operate the account
- Property purchase or lease — Authorizes a specific director to sign the deed or lease
- Loan application — Banks require board approval to borrow money on behalf of the company
- Filing at OCR — Any change filing (name, address, directors, capital) requires board resolution
- Tender or government contract — Authorizes a specific person to bid and sign
- Investment or share purchase — Board approves company investments in other entities
- Auditor appointment — Formally appoints the statutory auditor
How a Board Resolution is Passed
A board resolution is passed at a duly convened board meeting where quorum is present. The chairperson tables the motion, discussion takes place, and directors vote. The resolution is recorded in the meeting minutes and signed by the chairperson.
For urgent matters, some AOAs allow circular resolutions (passed by email or written consent without a physical meeting). The AOA must specifically permit this for it to be valid.
Step-by-Step Process
- 1
Identify the purpose of the resolution
Determine exactly what authority the resolution must grant. Be specific — a vague resolution can be rejected by banks or government offices.
- 2
Draft the resolution text
Prepare precise, legally accurate resolution wording. Include the authority granted, the authorized person, and any limitations.
- 3
Convene the board meeting
Hold a board meeting with the required quorum as specified in your AOA. Present the resolution for approval.
- 4
Pass and sign
Directors vote to approve. The chairperson signs the resolution in the minutes.
- 5
Certified copies
Prepare certified true copies for banks, OCR, or other agencies as required. A director or company secretary signs the certified copy.
Standard vs Custom Resolutions
Many companies use the same boilerplate resolution text repeatedly — which can be rejected by banks or OCR if it doesn't precisely match the requirement. Chartered Corporate drafts custom, purpose-specific resolutions that are accepted first time by all government bodies and financial institutions in Nepal.Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.