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Members Written Resolution Template for India

A Members' Written Resolution is a formal document under Indian company law that enables shareholders to pass resolutions without conducting a physical general meeting. Governed by the Companies Act, 2013, this document allows companies to obtain shareholder approval through written consent, making it an efficient alternative to traditional meetings. The resolution must comply with statutory requirements including proper notice, explanatory statements, and voting procedures as prescribed by Indian corporate law. It can be used for both ordinary and special resolutions, provided the proper majority requirements are met and the matter is eligible for resolution by written consent.

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What is a Members Written Resolution?

The Members Written Resolution is a crucial corporate governance tool under Indian company law that facilitates efficient decision-making by allowing shareholders to pass resolutions without conducting physical meetings. This document type, regulated by the Companies Act, 2013, and associated rules, is particularly useful for companies with geographically dispersed shareholders or when urgent matters require quick resolution. The resolution must include specific statutory components such as clear resolution wording, explanatory statements, and proper voting instructions. It can be used for various corporate actions ranging from routine matters to significant company decisions, provided they don't explicitly require a physical meeting under law. The document must be circulated to all eligible members and requires proper record-keeping of responses received within the stipulated timeframe.

What sections should be included in a Members Written Resolution?

1. Company Information: Legal name of the company, CIN, registered office address

2. Resolution Title: Clear identification of whether it's an Ordinary or Special Resolution

3. Notice and Date: Date of circulation of the resolution and notice period details

4. Proposed Resolution: Clear and precise wording of the resolution(s) being proposed

5. Explanatory Statement: Detailed explanation of the resolution as required under Section 102 of the Companies Act

6. Voting Instructions: Clear instructions on how members should indicate their assent or dissent

7. Response Timeline: Specific date by which responses must be received to be valid

What sections are optional to include in a Members Written Resolution?

1. Background Notes: Additional context or background information when the matter is complex or requires historical context

2. Directors' Recommendation: Include when the Board wishes to make a specific recommendation to shareholders

3. Material Interest Disclosure: Required when any director or KMP has interest in the subject matter of resolution

4. Financial Impact Statement: Include when the resolution has significant financial implications for the company

5. Regulatory Compliance Statement: Include when specific regulatory requirements need to be highlighted

What schedules should be included in a Members Written Resolution?

1. Voting Form: Standard form for members to indicate their assent or dissent

2. Supporting Documents: Any relevant documents referenced in the resolution

3. Previous Relevant Resolutions: If the current resolution is connected to or amends previous resolutions

4. Expert Reports: Any valuation reports, legal opinions, or expert certificates if relevant to the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Ƶ

Cost

Free to use

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