Decisions Without explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Companies Act, 2013 lets directors decide some business without meeting, through a draft resolution circulated to all of them, and lets members decide some business by postal ballot instead of a general meeting. Each route has conditions and a list of business that cannot use it. This guide reads the Act in the Ministry's consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026, and SS-1 and SS-2 as revised and effective from 1 April 2024. Later amendments should be checked.
A Board or committee resolution is validly passed by circulation only if the draft with the necessary papers goes to all directors and is approved by a majority of those entitled to vote; if one-third of the directors want it decided at a meeting, it must go to a meeting. It is noted at the next meeting. Section 179(3) lists powers the Board can exercise only at meetings. For members, the Act prints no general "written resolution" procedure for a private company; the routes are a general meeting (with e-voting or shorter notice where allowed) or postal ballot under section 110.
Board resolution by circulation: section 175
Section 175(1) says no resolution shall be deemed to have been duly passed by the Board or a committee by circulation unless it has been circulated in draft, with the necessary papers, to all the directors or members of the committee at their addresses registered with the company in India, by hand delivery, post, courier or such electronic means as may be prescribed, and approved by a majority of the directors or members entitled to vote. The proviso: where not less than one-third of the total number of directors for the time being require that the resolution be decided at a meeting, the chairperson shall put it to a meeting of the Board. Section 175(2): the resolution shall be noted at a subsequent meeting and made part of the minutes.
Rule 5 of the Meetings Rules says a draft resolution may be circulated to directors with the necessary papers for approval by electronic means which may include e-mail or fax.
For the Secretarial Standard on this, see SS-1, paragraph 6 (mandatory under section 118(10) of the Act). It requires the draft and papers to be sent to all directors, including interested directors, on the same day; a note explaining each proposal; a response period of not more than seven days from circulation, with two extra days where sent by speed post, registered post or courier; and that an interested director does not vote. The resolution is deemed passed on the earlier of the last date for assent or dissent and the date on which assent from the required majority is received, subject to the one-third rule, and a director who does not respond by the last date is presumed to have abstained. If approval of the majority is not received by the last date, the resolution is considered not passed. It carries a serial number and is noted at the next meeting.
Our guide on section 175 explains the process further. If you need a resolution drafted or a circulation procedure set up, see our board resolution service.
What cannot be passed by circulation
Section 179(3) says the Board exercises the following powers by resolutions passed at meetings: calls on shareholders for unpaid money; authorising a buy-back; issuing securities, including debentures; borrowing monies; investing the funds; granting loans, or giving guarantee or providing security in respect of loans; approving the financial statement and the Board's report; diversifying the business; approving an amalgamation, merger or reconstruction; taking over a company or acquiring a controlling or substantial stake in another; and any other matter that may be prescribed. SS-1 Annexure A gives an illustrative list of items that shall be placed before the Board at its meeting and not passed by circulation, which repeats many of these and adds, among others, noting minutes of committee meetings, appointment of secretarial and internal auditors, political contributions, remuneration of a managing director, whole-time director or manager, appointment or removal of key managerial personnel and sale of subsidiaries.
Where section 179(3) names a power, a circular resolution is not available. Where it does not, section 175 may be used.
Member decisions by postal ballot: section 110
Section 110(1) says a company shall transact by postal ballot items of business the Central Government declares to be transacted only by postal ballot, and may transact by postal ballot any item other than ordinary business and any business in respect of which directors or auditors have a right to be heard at a meeting. The proviso allows items that must be by postal ballot to be transacted at a general meeting by a company required to provide e-voting under section 108. Section 110(2): a resolution assented to by the requisite majority by postal ballot is deemed duly passed at a general meeting convened for the purpose.
Rule 22 of the Management and Administration Rules sets the procedure. Key printed features:
| Step | What rule 22 prints |
|---|---|
| Notice | To all shareholders with a draft resolution and reasons, asking for assent or dissent within thirty days from the date of dispatch; sent by registered or speed post, electronic means such as registered e-mail, or courier |
| Advertisement | At least once in a vernacular newspaper and once in an English newspaper of the district of the registered office, about dispatch of ballot papers, with the dates and other matters listed |
| Website | The notice is placed on the company's website until the last date for receipt |
| Scrutinizer | One appointed by the Board, not in the company's employment; report not later than seven days after the last date |
| Late replies | Assent or dissent received after thirty days from the date of the notice is treated as no reply |
| Result | Declared by placing it with the scrutinizer's report on the company's website |
Rule 22(16) lists items to be transacted only by postal ballot, including alteration of the objects clause, change of registered office outside the local limits of a city, town or village, variation of class rights, buy-back under section 68(1), election of a director under section 151, sale of the whole or substantially the whole of an undertaking under section 180(1)(a) and loans, guarantees or security above the section 186(3) limit. The provisos say such items may be transacted at a general meeting by a company required to provide e-voting under section 108, and that One Person Companies and other companies having members up to two hundred are not required to transact any business through postal ballot. SS-2 paragraph 16 gives the standard for the process. Our guide on section 110 and the postal ballot notice format give more.
Private company members: no written resolution procedure
The Act does not print a procedure for a private company's members to pass a "written resolution" outside a meeting. The routes the text prints are: a general meeting, possibly at shorter notice with consent under section 101; e-voting under section 108 where required; and postal ballot under section 110 (which a company with up to two hundred members is not required to use for the listed items, but may use for items outside ordinary business). Private companies have exemptions from some provisions by notification under section 462; check whether one applies.
One Person Company
Section 122(1) excludes section 98 and sections 100 to 111 from a One Person Company. Section 122(3): any business that needs an ordinary or special resolution is sufficiently dealt with if the resolution is communicated by the member to the company and entered in the minutes-book, signed and dated by the member, and the date is deemed the date of the meeting. Section 122(4): where the OPC has one director, a Board resolution by that director entered in the minutes-book, signed and dated, is sufficient. See our OPC applicability guide.
Worked example (invented names)
Theta Foods Private Limited has five directors. The Chairman circulates a draft resolution to open a new bank account, with the bank's papers, to all five on 3 March by e-mail, asking for responses by 10 March (seven days). Four assent by 6 March, which is a majority of the five. One director has not replied; the others do not ask for a meeting. Assent from four of five on 6 March means directors who have not responded plus those wanting a meeting number one, which is below one-third (5 / 3 = 1.67), so the resolution is deemed passed on 6 March. It is noted at the next Board meeting. The same Board cannot approve the financial statements this way: section 179(3)(g) requires a meeting.
Common mistakes
- Circulating the draft to some directors only.
- Using circulation for borrowing, investing, loans or approving accounts.
- Not noting the circular resolution at the next meeting.
- Ignoring the one-third rule on requests for a meeting.
- Treating postal ballot replies after thirty days as valid.
Need help with resolutions without a meeting?
We can prepare the circulation note, the draft resolutions or the postal ballot notice, and manage the scrutinizer's report and filings. See our board resolution service.
Key takeaways
- Circulation needs the draft to all directors and a majority of those entitled to vote.
- One-third of directors can force a meeting.
- Section 179(3) powers need a meeting.
- Postal ballot is by notice, thirty days, scrutinizer and result on the website.
- OPC sections 122(3) and (4) allow signed and dated entries in the minutes-book.
Read next
- Board Meeting Agenda Before the AGM
- Revised Secretarial Standards SS-1 and SS-2 From 1 April 2024
- One Person Company: Which Provisions Apply
- Section 175: Resolution by Circulation
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.