DRAFTING OF RESOLUTION

-Sneha Agarwala (0911365)

A resolution is the formal expression of the will of the
members as approved and passed at a meeting.
The resolution passed at both, the company and board
meeting are permanent records of the company’s
various decisions.
Unnecessary words or details should be avoided,
otherwise they may give rise to controversy and
complication.
Guidelines for drafting resolution
Start the resolution with the word “resolved”.

In case of general meeting, use of the word “ordinary”

or “special” in the resolution itself will obviate the
enquiry from the registrar of companies
Relevant provisions of the Companies Act or of articles
of association should be stated
The time from which the resolution will become
effective should be stated in the resolution itself
If the resolution requires approval of the Company Law
Board/Central Government/Controller of capital issues
etc, it must be so stated in the resolution
The fact that the resolution will affect the existing
articles or the memorandum of the company must
be stated.
Resolution must contain reference to the relevant
persons, documents,etc as may be necessary.
It should be confined to one subject only

Lengthy resolutions may be divided into paragraphs

Each resolution must include all essesntial facts

Each resolution should be clear, concise, unambiguous

and relevant
MOTIONS AND RESOLUTIONS
MOTION:

All matters for decision before the meeting of a company are

placed in the form of proposals called ‘motions’.
It’s a proposal moved by a member.

It signifies a proposition, question or proposal on any item of

business submitted to the meeting for its discussion and decision.
Subject to the articles, a motion requires a prior notice so that it
may be included in the agenda..
However, formal motions such as motion for condolence, motion
for adjournment of the meeting, motion for appointment of the
chairman don’t require a previous notice
 RESOLUTIONS
Decisions of the company are made by resolutions of its
members, passed at meetings of members.
They are of three kinds- ordinary resolution, special resolution,
resolution requiring a special notice
The Companies Act and the articles of association of a
company lay down the type of resolution required on any
matter.
MOTION VS. RESOLUTION
Motion Resolution

A motion can be withdrawn if all It cannot be withdrawn as it

the members agree to that. becomes a part of the minutes.

A motion initiates discussion on A resolution concludes discussion

an agenda item. on an agenda item.

A motion may be amended A resolution once adopted cannot

anytime before it is put to vote. be amended, save by passing a
repealing resolution at some
subsequent meeting.