Board & Shareholder Resolutions Drafting Services
Board and shareholder resolutions are formal legal records of the decisions taken by a company’s directors and shareholders. These resolutions are required under the Companies Act, 2013 to validate important business decisions such as appointment of directors, share issuance, borrowings, mergers, or closure of the company. Properly drafted resolutions ensure legality, clarity, and compliance with statutory requirements. Our experts provide accurate drafting services for all types of corporate resolutions.
Types of Resolutions Drafting
Depending on the nature of the decision, resolutions are classified into different categories.
Ordinary Board Resolutions
Passed at board meetings for routine matters like opening a bank account, appointment of an auditor, or approving contracts.
Special Board Resolutions
Required for important matters needing greater approval, such as alteration of Articles of Association.
Ordinary Shareholder Resolutions
Passed in a general meeting by simple majority for matters like appointment of directors or declaring dividends.
Special Shareholder Resolutions
Require at least 75% approval, usually for critical matters like mergers, change of company name, or issue of debentures.
Unanimous Resolutions
Where 100% of board members or shareholders approve, typically used for highly sensitive or major decisions.
Circulatory Resolutions
Resolutions passed without a meeting, where draft resolutions are circulated to directors for approval.
Why Board & Shareholder Resolutions are Important?
Ensures Legal Validity
Provides statutory backing to company decisions under the Companies Act.
Maintains Transparency
Records decision-making and ensures accountability of directors/shareholders.
Regulatory Compliance
Required for ROC filings, banking, taxation, and other legal formalities.
Prevents Disputes
Clear documentation of decisions helps avoid conflicts among stakeholders.
FAQs
What is the difference between board and shareholder resolutions?
Board resolutions are passed by directors for day-to-day or strategic matters, while shareholder resolutions are passed by members for key corporate changes.
Is every company decision required to be passed through a resolution?
No, only significant matters listed under the Companies Act, 2013 or company’s Articles of Association require resolutions.
Can resolutions be passed without holding a meeting?
Yes, in certain cases circulatory resolutions can be passed by obtaining written consent from directors or shareholders.
Are resolutions required to be filed with the ROC?
Yes, some resolutions (especially special resolutions) must be filed with ROC in Form MGT-7 or MGT-14 within the prescribed timeline.
How long should companies maintain resolution records?
Resolutions should be preserved in the minutes book of the company permanently as part of statutory records.