Overview
From approving a bank facility to allotting shares or appointing a director, most corporate actions require a board or shareholder resolution passed in the correct form and recorded properly. Errors here can invalidate the underlying action or delay a filing.
We draft resolutions for routine and transactional matters alike, ensure they are passed with the right quorum and notice, and maintain the minute-book records that back them up.
What's included
- Board resolution drafting
- Special & ordinary shareholder resolutions
- Notice, quorum & procedure guidance
- Minutes & minute-book maintenance
How we approach it
Frequently asked questions
What is the difference between an ordinary and a special resolution?
An ordinary resolution needs a simple majority; a special resolution needs at least 75% approval and is required for more significant matters under the Companies Act.
Can resolutions be passed by circulation?
Yes, in many cases board resolutions can be passed by circulation instead of a physical meeting, subject to conditions.
Do you maintain our minute-books?
Yes, this is part of our ongoing secretarial support.
Do all resolutions need to be filed with the ROC?
No — only specific resolutions, like certain special resolutions and charge-related matters, require an ROC filing via Form MGT-14; most routine board resolutions are recorded internally only.
Can shareholders pass a resolution without a meeting?
Yes, through a postal ballot or written consent in specific circumstances permitted under the Companies Act.
What happens if a resolution is passed without proper quorum?
It can be challenged as invalid, which is why we specifically verify quorum and notice compliance before finalising any resolution.
Talk to us about Board & Shareholder Resolutions.
Rashmi K.S. & Associates · Practising Company Secretaries · Balewadi, Pune