Types of resolutions - com 1

• Powers of Shareholders


  Powers reserved to shareholders can be exercised at a meeting of shareholders or by written resolution
• Company Meetings


  • Directors Meeting (Board Meetings)
  • Members/Shareholders Meetings (General Meetings)
• Annual General Meetings (AGM)


  1. BOD should call the meeting

  2. Not later than 6 months after the balance sheet date

  3. Not later than 15 months after the previous AGM

  4. Within 18 months after the incorporation

  5. Can be done by a resolution in writing
• The registrar is empowered on a shareholders application to convene AGM and give directions in the event of where default is made in holding a meeting of the company
• Extraordinary general meetings (EGM)


  Convened for transacting some special or urgent business that may arise in between two AGMs
• Convening of extraordinary general meeting on requisition

  1. Shareholders holding shares which carry not less than 10% of the votes can requisition an EGM

  2. The meeting shall be convened not later than 15 working days after the date of the deposit of the requisition and held not later than 30 working days after the date of the deposit of the requisition

  3. If the directors do not convene the meeting, the requisitioners can themselves convene a meeting, but it must be held within 3 months of the requisition
• Length of Notice for calling Meetings

  • AGM - not less than 15 days' notice
  • Other meetings (EGM) - not less than 5 days for Pvt Co. & unlimited co. & not less than 10 days for other Co.s
  • Meetings to consider special resolutions - not less than 15 days' notice
  • Waiver of notice for AGM - by all the shareholders agreeing
  • Waiver of notice for other meetings - shareholders with 95% voting rights agreeing
• Persons entitled to notice

  • Every member
  • Every person who is entitled to receive notice (legal representative or trustee)
  • The auditor for the time being of the Co.
  • The registrar general of Companies
• Quorum


  Quorum is usually prescribed by the Articles. If the Articles are silent - Pvt co. -02, Any other Co-03 (shareholders or authorised representative present)
• Chairperson/Chairman


  If the Articles are silent any member elected by the members may be chairman of a general meeting. Generally chairman of the board will be the chairman of meetings
• Power of court to order meeting

  Where it is impracticable to call a meeting, the court can order a meeting to be called, held and conducted in such manner as the court thinks fit
• Resolution


  Decisions taken by the shareholders under the company act. If a majority vote is achieved in favour of any proposed resolution, the resolution is 'passed'.
• Types of resolutions


  • Ordinary resolutions - Passed by a simple majority (above 50%) of shareholders' votes
  • Special resolutions - Passed by a 75% majority of shareholders' votes
  • Written resolutions - Passed by not less than 85% of the shareholders, who would be entitled to vote on that resolution at a meeting of shareholders, who holds not less than 85% votes
• Ordinary Resolution


  Passed by a simple majority of the votes of those shareholders entitled to vote and voting on the question. Can be passed with 5 working days notice for private company, 10 working days notice for public company, or 15 working days notice if at an AGM.
• Special Resolution


  Passed by a 75% majority of shareholders' votes at a general meeting. Requires at least 15 working days' notice, but can be passed with less notice if agreed by 85% of shareholders.
• Written resolution


  Passed by not less than 85% of the shareholders, who would be entitled to vote on that resolution at a meeting of shareholders, who holds not less than 85% votes. Can be used instead of holding a general meeting.
• A special resolution need to be passed only if it is required by the Articles or the Act
• Where a company fails to comply with the requirements for written resolutions, the company and every officer who is in default shall be guilty of an offence and be liable to a fine
• Resolution requiring special notice

  Requires 28 days' notice to the company, and the company must give 15 working days' notice to shareholders
• Unanimous Agreement


  An agreement in writing signed by all shareholders, applicable only to private companies