BR — Forfeiture explained: this guide covers what BR — Forfeiture means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
BR — Forfeiture of Shares for Non-Payment of Calls
Ready-to-use draft board resolution for forfeiture of shares for non-payment of calls under the Companies Act, 2013. Includes format, legal references, and compliance notes. Illustrative only — customize based on your company's MOA, AOA, and professional advice.
Filing: MGT-14 within 30 days if required under Section 117
When is This Resolution Needed?
forfeiture of shares for non-payment of calls requires a formal resolution under the Companies Act, 2013. Must be passed at a validly convened Board meeting with proper quorum (Section 174 — 1/3rd of directors or 2, whichever higher), notice (7 days under Section 173(3)), and minutes (Section 118).
Draft Board Resolution
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON AT AT
Present: 1. Mr./Ms. — Director (Chairperson) | 2. Mr./Ms. — Director | 3. Mr./Ms. — Director
Quorum: Present throughout as required under Section 174.
Resolution
"RESOLVED THAT pursuant to Article of the AOA (Table F), the equity shares held by Mr./Ms. (Folio: ) be forfeited for non-payment of call of Rs. per share despite service of demand notice dated . The forfeited shares may be re-issued at Board discretion."
"RESOLVED FURTHER THAT any one Director or the Company Secretary be and is hereby authorized to do all acts, deeds, and things necessary to give effect to the above resolution, including filing forms with ROC, signing documents, and making applications."
Certified True Copy
For
| Company Secretary / Director | Date: | Place:
Compliance Notes
Process: (1) Board makes call → (2) 14-day notice to member → (3) If unpaid, second notice threatening forfeiture → (4) Board resolution for forfeiture → (5) Forfeited shares can be re-issued at any price ≥ unpaid amount → (6) Update Register of Members. Forfeiture extinguishes membership rights.
Post-Resolution Checklist
| # | Action | Timeline | Responsible | ☐ |
|---|---|---|---|---|
| 1 | Record minutes within 30 days (Sec 118) | 30 days | CS | ☐ |
| 2 | File MGT-14 if required (Sec 117) | 30 days | CS/Director | ☐ |
| 3 | File applicable MCA form | 15-30 days | CS/Director | ☐ |
| 4 | Update statutory registers | 7-15 days | CS | ☐ |
| 5 | Notify stakeholders | As prescribed | CS | ☐ |
