Board Resolution: Ratification of Acts Done
Approve, after the event, acts done on the company's behalf by directors or employees before the board formally authorised them.
What it is
Sometimes directors or employees act for the company, such as signing a contract, opening an account or making a payment, before the board has formally approved it. Under the general law of agency, the company can ratify such acts, making them binding as if originally authorised. The board passes a resolution listing the acts, who did them, the period and the reasons. Ratification is not possible for acts the company itself could not lawfully do, or for acts that the Act requires to be approved in advance.
When it is used
- Contracts signed by a director before board approval.
- Payments or filings made in urgency.
- Actions taken by an employee beyond their delegated authority.
What the template covers
- Company name, CIN and meeting details
- Acts to be ratified
- Who did the acts
- Period covered
- Reason for post-facto approval
- Ratification and authorisation
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Board Meeting Date; Place
Acts
Acts to be Ratified (one per line); Acts Done by; Period covered
Reason
Reason for Ratification (Post-Facto)
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
Matters that the Act requires to be approved at a meeting or in advance, such as some Section 179(3) powers, Section 186 investments, or members' approvals, cannot be cured simply by board ratification. Related party transactions entered without approval can be ratified within three months under Section 188(3). Ratification by circulation under Section 175 is possible only for matters that may be decided by circulation.
Generate the BR — Ratification of Acts Done
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
Can any act be ratified by the board?
Only acts the board could have authorised in the first place, and only where the law does not require prior approval.
Is there a time limit for ratifying a related party transaction?
Yes. Under Section 188(3), within three months of the transaction.
Can ratification be done by circular resolution?
Only for matters that may be passed by circulation; matters requiring a meeting cannot.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.