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Sample Draft Resolutions - Meetings of Board of Directors and Shareholders.

On incorporation of the company, the real ownership lies with the shareholders and hence, the shareholders are vested with the powers to make decisions through the process of passing resolutions to ensure compliances of the requirements of various Laws and also, the needs of the business. However, the shareholders appoint directors and thereby ,the Board of Directors normally exercises powers as delegated by the shareholders by passing requisite resolutions or under the powers given by the Companies Act 2013 or Other Laws . In certain cases where the size of the company is large especially for the Listed Companies, some Committees of the Board of Directors are also constituted for statutory compliances and thus, decisions are also taken by the said committees by passing necessary resolutions, though the minutes of the meetings of the committees are placed before the Board of Directors for the ratification. In all these circumstances , the decisions are commonly taken under the procedure of passing resolutions on numerous business items .Therefore, it is very responsible and law abiding task with the Company Secretary or the Board of Directors to convene , hold and record the minutes of the meetings of the shareholders , Board of Directors and Committees thereof. With a view to facilitate the corporate (s), their management , officials and professionals , sincere endeavor has been made to provide readily available draft resolutions as sample on varied business items so as to make use of them considerably, though slight change (s) depending upon the facts , needs and circumstances of the case may also be done . Precisely speaking, the draft sample resolutions have been categorized under four major groups as listed hereunder:-

  1. Group A - Resolutions - Board of Directors
  2. Group B - Ordinary Resolutions of Members
  3. Group C - Special Resolutions of Members
  4. Group D - Special Resolutions Requiring Special Notice

All the resolutions covered under the aforesaid four groups have been elaborated under the foregoing paragraphs as Part A, Part B, Part C and Part D.


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