Resolutions under Companies Law

Resolutions under Companies Law


The decision-making process of any organization is centered on resolutions, which serve as a structured approach to evaluate crucial decisions, regardless of the company’s size or scale. This article will delve into three types of resolutions commonly employed in corporate governance. By understanding the importance and consequences of these resolutions, businesses can ensure efficient decision-making and compliance with legal standards.

Unanimous Resolutions: Strengthening Consensus

A unanimous resolution is a powerful tool that requires all members of a company to agree on a particular matter. Unlike other types of resolutions, a unanimous resolution leaves no room for dissent. It signifies complete consensus and demonstrates a unified front within the organization.

In cases of significant decisions that hold substantial impact on the business’s operations or organizational framework, it is common place to mandate unanimous votes. The act of unanimously approving a resolution showcases the entire company’s accord.

This level of consensus assumes paramount importance when deliberating changes in certain pertinent matters. Such unanimity ensures that every stakeholder exhibits unwavering commitment to the chosen course of action, guaranteeing complete alignment with the company’s objectives.

Ordinary Resolution: Power in Numbers

An ordinary resolution refers to a decision made by shareholders or members during a general meeting, which pertains to corporate governance matters. It necessitates a basic majority of votes (over 50%) for approval.

The financial process consists of multiple steps:

  1. Issuing a notification regarding the assembly to shareholders or members;
  2. Conducting the annual gathering, presided over by the company’s chairperson or a designated individual;
  3. Introducing and deliberating upon the proposed resolution.
  4. Holding a vote among shareholders or members;
  5. Needing a simple majority of votes for the resolution to pass;
  6. Writing the result down in the meeting minutes;
  7. Having the company’s management carry out the resolution.

The precise procedure can differ depending on the company’s bylaws, legal regulations, and shareholders’ voting privileges.

Special Resolutions: Addressing Fundamental Changes

Special resolutions are resolutions that address fundamental changes within a company. These resolutions require a higher threshold for approval compared to other types of resolutions. Typically, a special resolution requires the support of a specified majority, often two-thirds or three-quarters of the voting rights of the members present and voting.

Special resolutions are essential for decisions that significantly impact a company’s structure or constitution. Examples of matters requiring a special resolution include altering the company’s articles of association, changing the company’s registered office, approving amalgamation or merger agreements, and authorizing the reduction of share capital. By imposing a higher approval threshold, special resolutions ensure that major decisions are carefully considered and not easily overridden.

In the field of corporate governance, it is crucial to ensure the correct and smooth procedure of passing resolution. The detailed aspects of financial resolution requirements, such as the significance of providing notice and explanatory statements, the submission of unanimous and special resolutions in Form MGT-14, and the importance of independent decision-making without involvement from directors with vested interests is indeed an important subject to discuss about.

Requirements for passing of Resolution: Notification and Explanatory Statements

A planned resolution is called a “motion” until it gets enough votes to become a law. According to the Companies Act of 2013, when a motion is passed it becomes a resolution or decision. Items that require a special majority have to be on the meeting’s agenda, which is sent out with the notice of the meeting.

One of the crucial requirements for passing of resolution is ensuring prompt notification to shareholders or members. The notice is a formal communication that informs stakeholders about the upcoming resolution and its financial implications. Moreover, providing detailed explanations and justifications is essential in the financial realm as it enables stakeholders to make well-informed decisions.

Efficient notification and explanatory statements enhance transparency, allowing shareholders to understand the financial implications and possible risks associated with the resolution. This improves their capacity to vote prudently, guaranteeing that the achievement of the resolution is in line with the financial goals of the organization.

Form MGT–14 must be filed with the Registrar of Companies within 30 days of the resolution being passed. This is especially true if the resolution is a special resolution. Among the attachments are:

  • Certified true copy of the resolution which is being filed.
  • A statement of explanation under section 102 of the 2013 Companies Act.
  • Altered Articles of Association.
  • Altered Memorandum of Association (if applicable).

This process establishes a audit trail for significant decisions that could potentially influence the organization’s financial stability and expansion.

Non participation of an interested director

To make sure that decisions are made without bias, it is important to keep members from having financial interests in the matter. Directors who are interested in the resolution being discussed may have personal or financial ties to the issue. This could make it harder to make a fair choice. Companies can protect the integrity of the requirement for passing resolutions and avoid possible conflicts of interest that could hurt the organization’s finances by leaving out directors who have a personal stake in the outcome.

Unbiased decision-making promotes an environment that upholds equity, where resolutions are assessed purely on their financial advantages and alignment with the organization’s strategic objectives.

It is imperative to consistently adhere to the correct approach when making decisions within a business setting. Resolutions serve as the established framework for decision-making and may be embraced through diverse procedures, including voting by show of hands, postal ballot, and circular resolution.


Resolutions under companies law serve as a cornerstone of effective corporate governance. Understanding the different types of resolutions and their implications is crucial for businesses to make informed decisions and comply with legal requirements. Unanimous resolutions foster unity and consensus, corporate resolutions streamline internal processes, and special resolutions address fundamental changes. By utilizing these resolutions effectively, companies can navigate the complexities of decision-making, enhance transparency, and ensure compliance. Embracing robust resolution practices contributes to the long-term success and stability of any organization.

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