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Members Written Resolution

Members Written Resolution Template for India

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Key Requirements PROMPT example:

Members Written Resolution

"I need a Members Written Resolution for my Indian private limited company to approve the appointment of a new statutory auditor and fix their remuneration for the financial year ending March 31, 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Infrastructure

Energy

Telecommunications

Professional Services

Education

Mining

Agriculture

Entertainment

Transportation

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board Support

Corporate Governance

Executive Leadership

Finance

Risk Management

Investor Relations

Relevant Roles

Company Secretary

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Legal Officer

Board Secretary

Legal Director

Corporate Governance Officer

Managing Director

Chief Executive Officer

Chief Financial Officer

Director of Legal Affairs

General Counsel

Industries
Companies Act, 2013: The primary legislation governing company law in India, particularly Sections 2(65), 114, and 115 which define and regulate ordinary and special resolutions
Companies (Management and Administration) Rules, 2014: Subsidiary legislation providing detailed procedures for conducting and recording written resolutions, including notice requirements and voting procedures
Companies (Passing of Resolution by Postal Ballot) Rules, 2014: Specific rules governing the passing of resolutions through postal ballot, which includes procedures for written resolutions
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: For listed companies, these regulations provide additional requirements for member resolutions and corporate governance
Secretarial Standards - SS-2: Professional standards issued by the Institute of Company Secretaries of India (ICSI) relating to General Meetings and passing of resolutions
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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