Registration of Resolution

Registration of Resolution

A resolution is the final form of a decision taken at a meeting by voting on a motion, with or without amendment. A resolution must be entered in the Minute Book in verbatim, i.e., word for word. Meetings and resolutions are an essential part of running a successful limited company. You may have to hold board meetings of the directors and general meetings of the members when important decisions need to be made.

Meetings and resolutions are an essential part of running a successful limited company. A resolution is binding on the organization. It becomes effective when it is passed but minutes make the evidence of such resolution.

Once a resolution is passed it cannot be revoked or canceled either at the same meeting or at any subsequent meeting by passing another resolution. The Companies Act, 1994 provides that all special resolutions and important resolutions must, within 30 days of their adoption, be registered with the Registered and also annexed to all copies of the Articles. A resolution is binding on the organization. It becomes effective when it is passed but minutes make the evidence of such resolution. Sometimes there is a legal formality, as we find in the Companies Act, to file a copy of a resolution with some appropriate authority to make it effective. If you are the sole director and shareholder of a company, you are still required to hold ‘meetings’ in certain situations, such as passing resolutions. This is simply a formality to satisfy corporate compliance regulations.

The Provision of the Act is applicable to the following resolutions

  • All special resolutions.
  • Resolutions agreed upon by all the members of the company.
  • The resolution passed by the Board or agreement executed by a company relating to the appointment, reappointment, or variation of the terms of appointment of a Managing Director.
  • Resolutions passed by a company giving consent to the Board of any power relating to the sale, lease, etc.
  • Resolution of the appointment of a sole meeting of the sole selling agent.

A resolution passed at an adjourned meeting

Every association has to function guided by the resolutions adopted at the meetings at different levels—resolutions passed at general meetings, at executive meetings, and at committee meetings, if any. The concept of types of resolutions comes mostly from the Companies Act. There are various types of resolutions mentioned in the Com­panies Act, mainly applicable to members’ meetings. The companies Act, 1994 provides that where a resolution is passed at an adjourned meeting of a company, the holders of any class of shares of a company or the Board of Directors of a company, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.