Resolution

Resolution is a formal expression of opinion or intention made, usually after voting by a formal organization. Forms part of the minutes of the meeting (Board Meeting or General Meeting) Means for framing policies and arriving at decisions Decision part of the meeting

Types of Resolutions
1. Ordinary Resolution a. Passed by simple majority (i.e. more than 50%) b. At a General Meeting AGM or EOGM c. Required for ordinary business i. Approval of Accounts and reports of Auditors & Directors ii. Appointment of Auditors iii. Election or Appointment of Directors iv. Declaration of Dividends 2. Special Resolution a. Passed by not less than 3/4th Majority b. At a General Meeting i. held -21 day prior notice ii. Except, when 1. 100% present; and 2. Agree to waiver of Notice c. Statement for intention Required u/s. 160(1)(b)1 d. Under Special Circumstance special Business i. Alteration of Memorandum 1. Change of Name 2. Increase authorized Capital for Further issue of Share, when fully subscribed ii. Reduction of Capital iii. Buy-back of shares iv. Alteration of Articles v. Removal of Chief Executive e. Filing of Resolution with Registrar u/s. 172 i. Form 26, within 15 days ii. Authenticated by Chief Executive or Company Secretary
Remember: Board Resolutions are ordinary Resolutions

Resolution passed at adjourned meeting u/s. 169

Resolution passed at an adjourned meeting of A company The holders of any class of shares in a company members The directors of a company board meeting The creditors of a company, shall deemed to have been passed on the adjourned date, when it was actually passed
1

Intention Statement u/s. 160(1)(b) for Special Business: Where any special business is to be transacted at a general meeting a statement setting out all material facts concerning such business the nature and extent of the interest, if any, therein of every director the time and place where the document may be inspected in case approval to any document is required

Drafting of Resolution
A corporate resolution should cover all the relevant aims of the company. It should be brief, to the point and information.
1. Introduction a. Name of the Company b. Place of Meeting c. Date & Time 2. Resolution Portion a. Resolved Issue 1 b. Further Resolved Issue 2 c. Further Resolved Issue 3; and d. so on 3. Authentication a. In case of Board Meeting i. Sign of the Chairman ii. Signature of Directors b. In case of General Meeting i. Sign of Secretary
(Sample Board Resolution)

AMMAR TEXTILES (PVT) LIMITED

TRUE COPY OF THE BOARD RESOLUTION PASSED AT THE 10TH BOARD MEETING HELD AT THE REGISTERED OFFICE OF COMPANY ON 26TH JULY, 1996 AT 12:30 PM, KARACHI
RESOLVED That the current account in the name of the company be opened with Askari Bank Ltd. S.D.V. Branch M.A Jinnah Road, Karachi That Mr K. K Chaudhry Chairman of the Board be and is hereby authorized to sign singly all checks, negotiable instruments whether the account is in debit or credit That Mr Zahid Anwar Director of the Company be and is hereby authorized to prepare and submit all documents necessary to open the bank account

FURTHER RESOLVED

FURTHER RESOLVED

Specimen Signature of the Chairman

Signatures of Directors 1. __________ 2. __________ 3. __________ 4. __________ 5. __________ 6. __________ 7. __________