Board resolution and shareholder resolution formats
A board resolution records a decision of a company’s directors at a meeting or by circulation; a shareholder resolution records a decision of the members. Under the Companies Act, 2013, certain powers must be exercised by the Board at a meeting (Section 179(3)), and a special resolution needs at least three times as many votes in favour as against (Section 114(2)).
Key points
- Powers of the Board: Section 179.
- Ordinary and special resolutions: Section 114.
- Resolution by circulation: Section 175.
- Certain resolutions must be filed with the Registrar in Form MGT-14 (Section 117).
The law: old and new provisions
| Subject | Law now | Before 1 July 2024 |
|---|---|---|
| Resolutions | Sections 114, 117, 175, 179 Companies Act, 2013 | — |
Which court or authority
Passed by the Board or the members; certified copies given to banks and authorities.
What the document should contain
- Company name and CIN
- Date, time and place of the meeting
- Text of the resolution (“RESOLVED THAT…”)
- Authority to directors or officers
- Certification by a director or company secretary
Documents to attach
- Notice and agenda of the meeting
- Minutes
Procedure
- Circulate notice and agenda
- Pass the resolution; record minutes
- Issue certified true copies; file MGT-14 where required
Common mistakes
- Passing by circulation what must be passed at a meeting
- Missing the MGT-14 filing
Frequently asked questions
What is a special resolution?
A resolution where the votes in favour are at least three times the votes against (Section 114(2), Companies Act, 2013).