Different Types of Board Resolutions

Different Types of Board Resolutions

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Board Resolutions
Different Types of Board Resolutions

All the decisions made for the company are made by passing resolutions. Board resolutions are passed by the members of the company those who have registered their names as members of the company. Further, in this articles we will be discussing on various types of board resolutions and its uses.


Board resolutions are akin by a poll which is done by company in its annual board meeting. Votes can be casted by the members of the company in the form of ‘yes’ or ‘no’. It can be done by raising hands or even through chits.


An ordinary resolution is the resolution in which, notice required under the Companies Act has been given, passed by casting votes whether by raising hands or electronically or by a poll.

When a motion is passed by a simple majority of members of the company who are eligible to cast their vote in the general meeting then that resolution is said to have been passed by ordinary resolution.

In ordinary resolution, the votes casted in the favour of the motion are more than the votes casted against the motion.

Matters in ordinary resolution

  • Election of directors
  • Appointment of auditors
  • Fixation of remuneration
  • Declaration of dividends
  • Alteration in authorised capital


A resolution to be a Special Resolution needs to fulfil the following requirements:

  • The intention to make a resolution a special resolution has been specified in the notice of the general meeting or other intimation given to the members of the resolution.
  • The notice that is necessary under the Companies Act has been duly given,
  • The votes casted in favour of the resolution, whether on a display of hands or by electronic means or on a poll, as the case may be, by members who, being entitled to do so, vote in person or by proxy or by postal ballot, are necessary to be not less than three times the number of votes, if any, cast in opposition to the resolution by members who are entitled for voting.

Matters in Special Resolution:

  • Alteration of articles of association.
  • Reduce share capital of the company.
  • Alter object clause of memorandum.
  • Change in the registered office of the company from one state to another.

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