In simple terms, A resolution is a decision of a firm for doing an Act. The company’s decisions are made by passing a resolution. A resolution is just an agreement passed by all the members of the company in a meeting in a written resolution with significant decisions. A company’s resolutions are simply passed by both, members of the company as well as its directors of the company.in this article, we will discuss “All about the resolution of company act,2013“. As we know there are two types of resolution as per the Companies Act, 2013. Ordinary resolution (passed by a simple majority) and special resolution (passed by a 75% majority). Memorandum of Association (MOA) and Article of Association of a company (AOA) are two essential documents that define a company’s scope of work, rules, and regulate the resolution.
Concept of Ordinary Resolution As per Company Act 2013: -
The concept of Ordinary Resolution under the companies acts, 2013 is a majority voter-based resolution that is only eligible for members of the company who can cast their votes in ordinary resolution. An ordinary resolution is executed on the approval of 51% of the company members. If 51% of shareholders vote in favor (yes)of the resolution and 49% of shareholders vote against(no) the resolution, then the resolution will be passed in the favor of the majority.it means that the vote cast in an ordinary resolution should be more than the vote cast against the ordinary resolution. there should be a consent of at least 51% of the member. A copy of the ordinary resolution must be filed with ROC once signatures are given by all the members. The notice for the meeting in written documents should be served in not less than 7 days.
An ordinary resolution is a formal written document passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members. A resolution passed at a meeting on a show of hands/electronically/or by-poll by the company’s members. An ordinary resolution is passed for the conduct of ordinary business matters like financial statement matters, the appointment of auditor and their payment, and declaration of dividend.
Concept of Special Resolution As per Companies Act, 2013: -
According to section 114(2) of the Companies Act, a resolution is a special resolution when there is the intention to propose a resolution as a special resolution and it has been mentioned in the notice calling for the general meeting. This resolution is special when the votes are cast on a show of hands/ electronically or by-poll by the members of the company. A special resolution is required for the following matters: to change the registered office of the company from one state to another state, to change the objective and elements of the company, to change the name and address of the company, to alter the Article of Association or to start/commence a new business or business deals, etc. A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of valid votes.
For example: – If 25 people vote against(no), at least 75 people should vote in favor (yes) so that the resolution will be passed and after that, the proposal will be accepted or implemented.
Passing of a Resolution: -
When the necessary approval is implemented as per the companies act, 2013, it is called a Resolution. All the details of the members and directors/secretory must be mentioned in the resolution with their signatures. The company must submit form MGT-14 with the ROC within 30 days of special resolution. It must be attached with a copy of the resolution passed, a described statement mentioned under section 102 of the Companies Act, with a copy of the AOA (Article of Association) and MOA (Memorandum of association) (if any change is done) must be attached with the form.
Frequently Asked Question: -
In the business world, the board of directors makes decisions and acts on behalf of the company. … A document in written form that is normally created by certifying a binding corporate action is known as a resolution.
two forms of resolutions are available: ordinary resolution, special resolution.
