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Circular Resolution Of Shareholders

Circular Resolution Of Shareholders Template for India

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Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders to approve the appointment of a new statutory auditor for our private limited company, to be effective from March 1, 2025; the resolution should include proper explanatory statements and voting instructions for our 12 shareholders."

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Document background
A Circular Resolution of Shareholders is a vital corporate governance tool in the Indian legal framework, primarily governed by the Companies Act, 2013, and related rules. This document type is employed when companies need to obtain shareholder approval on various matters without conducting a physical general meeting. Common scenarios for using a Circular Resolution of Shareholders include time-sensitive decisions, routine approvals, or situations where physical meetings are impractical. The document must include specific components such as the proposed resolution, explanatory statement, material facts, voting instructions, and necessary annexures. It's particularly relevant for both private and public companies in India, though listed companies must also comply with additional SEBI regulations. The resolution can be used for both ordinary and special resolutions, provided they comply with statutory requirements and the company's Articles of Association.
Suggested Sections

1. Company Details: Full legal name of the company, CIN (Corporate Identity Number), registered office address

2. Date and Reference: Date of circulation and unique reference number for the resolution

3. Title of Resolution: Clear heading indicating the nature of the resolution (Ordinary/Special) and subject matter

4. Notice: Statement confirming circulation under relevant sections of Companies Act, 2013

5. Background and Explanatory Statement: Context and reasons for the proposed resolution, including mandatory explanatory statement under Section 102 of Companies Act if applicable

6. Proposed Resolution: Clear and precise wording of the resolution(s) being proposed for shareholders' approval

7. Voting Instructions: Clear instructions on how to indicate assent or dissent, deadline for response, and method of returning the resolution

8. Director's Interest Declaration: Disclosure of any directors' or key managerial personnel's interest in the resolution

9. Signature Block: Space for signature of authorized signatory/Company Secretary/Director with date

Optional Sections

1. Material Facts: Additional disclosure of material facts relevant to the resolution - required when the resolution involves special business

2. Expert Opinion: Reference to or inclusion of any expert opinions or valuations - needed for technical or complex matters

3. Regulatory Compliance Statement: Statement of compliance with specific regulatory requirements - needed for listed companies or regulated matters

4. Previous Resolution Reference: Reference to any previous related resolutions - include when the current resolution is connected to past decisions

5. Time Sensitivity Declaration: Statement explaining urgency if resolution needs to be passed quickly - include when there are time-sensitive matters

Suggested Schedules

1. Annexure A - Supporting Documents: Any relevant supporting documents referenced in the main resolution

2. Annexure B - Voting Form: Standardized form for shareholders to indicate their vote and provide details

3. Annexure C - Financial Information: Relevant financial statements or information if the resolution relates to financial matters

4. Annexure D - Valuation Report: Independent valuation report if resolution involves asset valuation or share pricing

5. Annexure E - Expert Reports: Any third-party expert reports or opinions referenced in the resolution

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Infrastructure

Energy

Telecommunications

Professional Services

Education

Agriculture

Mining

Entertainment

Transportation

Relevant Teams

Legal

Corporate Secretarial

Compliance

Corporate Governance

Board Administration

Executive Leadership

Regulatory Affairs

Corporate Affairs

Finance

Risk Management

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Secretary

Managing Director

Chief Executive Officer

Chief Financial Officer

Director of Legal Affairs

Corporate Governance Officer

Legal Manager

Regulatory Affairs Manager

Board Director

Chairman

Vice President of Legal

Industries
Companies Act, 2013: The primary legislation governing company law in India, which provides the fundamental framework for corporate governance, shareholder rights, and resolution procedures
Companies (Management and Administration) Rules, 2014: Supplementary rules that provide detailed procedures for conducting postal ballots and passing resolutions through circular means
Articles of Association: Company's internal regulations that must be checked for any specific requirements regarding circular resolutions of shareholders
Secretarial Standards-2 (SS-2): Standards issued by the Institute of Company Secretaries of India (ICSI) that provide detailed guidelines on General Meetings and passing of resolutions
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: For listed companies, these regulations provide additional requirements for shareholder resolutions and disclosures
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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