Resolution by 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.
Some business is urgent and does not justify a full Board meeting. Paragraph 6 of SS-1 sets the procedure for passing a Board resolution by circulation: who decides to use it, how the draft is sent, how long Directors have, how many votes pass it and how the resolution is recorded. It also shows how a minority of Directors can force a proper meeting. Ready-made notes and drafts from board resolution and legal documents support help you follow it.
The version explained here is SS-1, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part inconsistent, the Act prevails.
A resolution by circulation is deemed passed at a duly convened meeting and has equal authority. The draft goes to all Directors, including interested Directors, on the same day, with not more than seven days to respond. It passes by a majority of Directors entitled to vote, unless one-third or more of the Directors want it decided at a meeting. It is then noted at the next Board meeting. Some business may not be passed by circulation at all.
Authority (6.1)
The Chairman of the Board, or in his absence the Managing Director, or in their absence any Director who is not an interested Director, decides before circulation whether approval is to be sought by circulation. An illustrative list of items that must be placed before a meeting and cannot be passed by circulation is in Annexure 'A', summarised in our article on the annexures to SS-1. Broadly it includes approving financial statements and the Board's report, borrowing, investing funds, loans and guarantees, issue of securities, buy-back, and amalgamation or takeover. The Act also reserves certain matters for Board meetings; see our post on decisions without a meeting.
The one-third right (6.1.2). If not less than one-third of the total number of Directors for the time being require the resolution to be decided at a meeting, the Chairman must put it to a meeting. Interested Directors are not excluded when counting that one-third.
Procedure (6.2)
| Para | Requirement | Practical step |
|---|---|---|
| 6.2.1 | The draft and necessary papers go to all Directors, including interested Directors, on the same day | Dispatch to all together |
| 6.2.2 | By hand, speed post, registered post, courier, e-mail or other recognised electronic means, to the address registered with the company or in the Director's DIN registration | Reuse the notice address list |
| 6.2.2 | Proof of sending and delivery kept for the period the Board decides, at least three years from the date of circulation | Keep dispatch records |
| 6.2.3 | Each business is explained by a note giving the proposal, material facts, any Director's disclosed interest and the draft resolution, and tells Directors how to signify assent or dissent and by when | Use one note per resolution |
| 6.2.3 | Each resolution explained and decided separately | No bundled resolutions |
| 6.2.3 | Not more than seven days from circulation for response; two additional days if sent by speed post, registered post or courier | Fix the last date on dispatch |
Approval (6.3)
The resolution passes when a majority of the Directors entitled to vote approve it, unless one-third or more require a meeting. It carries a serial number. If the Articles specify a special majority or the affirmative vote of particular Directors, that is needed too. An interested Director cannot vote. The Standard treats a Director as interested in a contract with a body corporate if he and other Directors hold more than two per cent of its paid-up capital, or he is its promoter, manager or chief executive officer, or with a firm or entity if he is a partner, owner or member.
When it takes effect
The resolution is deemed passed on the earlier of the last date for responses, or the date on which the required majority has assented, provided that the Directors who have not yet responded together with those who want a meeting are fewer than one-third of the total. It takes effect from that date unless the resolution names another. Directors signify assent or dissent by signing or by e-mail or other electronic means and add the date; if a Director does not date it, the date of receipt is taken. A Director with an interest not yet disclosed must disclose it before the last date and abstain. A Director who does not respond by the last date is presumed to have abstained. If the required majority is not received by the last date, the resolution is not passed.
Recording and validity (6.4 and 6.5)
Resolutions passed by circulation are noted at the next Board meeting, and their text, with any dissent or abstention, is recorded in that meeting's minutes. A resolution by circulation is valid as if passed at a duly convened meeting, but it does not replace the Board's duty to meet at the required frequency.
What changed in 2024
| Paragraph | Change |
|---|---|
| 6.2.2 (third paragraph) | The three-year proof period runs from the date of circulation of the resolution, not from the date of "the meeting", because there is no meeting. Described by ICSI as a minor and factual change |
| Annexure 'A' | The casual vacancy item for a public company now says it is to be approved at the next general meeting, following section 161(4) |
See also our post on the rule on resolutions by circulation and the full list in the revised SS-1 and SS-2 article.
A worked example
Harbour Steel Limited has six Directors and wants to renew an insurance cover urgently. The Chairman decides to use circulation, and the Company Secretary e-mails the draft and note to all six on Monday with the last date for response stated. Four Directors assent within three days, which is a majority, but two have not replied. One-third of six is two, and the non-responders are two, so the early-passing test (fewer than one-third outstanding) is not met. The resolution is therefore deemed passed on the last date for responses, provided the majority still stands. Had two Directors asked for a meeting, the Chairman would have had to put the matter to the Board.
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Key takeaways
- The Chairman, or the next in line, decides whether to use circulation.
- Send the draft to every Director, including interested Directors, on the same day.
- Give not more than seven days to respond, plus two days for post or courier.
- One-third of the Directors can require a meeting instead.
- Note the resolution at the next Board meeting; it does not replace the meeting frequency.
Read next
- Paragraphs 4 and 5 of SS-1: attendance and Chairman
- Annexures to SS-1
- Decisions without a meeting
- Rule on resolutions by circulation
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.