Corporate and Other Laws · Management & Administration

Resolutions and Minutes under the Companies Act, 2013

Updated 4 October 2026 · Fact-checked

A resolution is a formal decision of a company's members or Board. An ordinary resolution needs more votes for than against. A special resolution needs votes in favour of at least three times the votes against. Minutes are the written record of a meeting, kept within 30 days under Section 118.

Understand Resolutions and Minutes

A company acts through decisions. Members take big decisions in general meetings. Directors take day-to-day decisions in Board meetings. Each decision is formally recorded as a resolution. The Act fixes how many votes are needed, and what notice must be given.

There are two main types for members. An ordinary resolution (Section 114(1)) needs the notice required under the Act to be duly given, and the votes cast in favour (including the Chairman's casting vote, if any) must exceed the votes cast against. A special resolution (Section 114(2)) needs three things: the intention to propose it as a special resolution is specified in the notice, the required notice is duly given, and votes in favour are not less than three times the votes against. Only votes actually cast by members entitled to vote count. Abstentions and non-voters are ignored.

Some resolutions need special notice (Section 115). Here, notice of the intention to move the resolution must be given to the company by members holding not less than 1% of total voting power, or holding shares on which an aggregate sum not exceeding ₹5 lakh (as prescribed) has been paid up. The company then gives its members notice of the resolution in the prescribed manner. Special notice is a notice requirement. It does not change the majority needed.

Some resolutions must also be filed with the Registrar within 30 days (Section 117). These include special resolutions, resolutions agreed to by all members that would otherwise have needed to be special resolutions, and Board resolutions or agreements on appointment, re-appointment, renewal or variation of terms of a managing director. Late filing attracts a penalty on the company and on every officer in default.

Minutes (Section 118) are the legal record. They are evidence of what was decided. If kept properly, the meeting is presumed to be duly called and held, and all appointments recorded are presumed valid, until the contrary is proved. Exam questions test the 30-day rule, contents, the Chairman's discretion, secretarial standards, and penalties.

Key rules to remember

Ordinary resolution: Votes FOR (incl. Chairman's casting vote, if any) > Votes AGAINST; Section 114(1). Only votes cast by members entitled to vote count, with the required notice duly given.
Special resolution: Votes FOR ≥ 3 × Votes AGAINST; Section 114(2). The notice must also state the intention to propose it as a special resolution.
Special notice: Notice of intention to move the resolution is given to the company by members holding not less than 1% of total voting power, or holding shares on which an aggregate sum not exceeding ₹5 lakh (as prescribed) has been paid up; Section 115. The company then gives members notice of the resolution in the prescribed manner. Read the two limbs as the Section words them, not as fixed standalone limits.
Filing of resolutions: File with Registrar within 30 days of passing (Section 117); Applies to special resolutions, all-member resolutions that would otherwise need a special resolution, and MD appointment-related Board resolutions, among others listed in Section 117(3).
Penalty for late filing (Section 117(2)): Company: ₹10,000 + ₹100 per day after the first, max ₹2,00,000. Officer in default: ₹10,000 + ₹100 per day after the first, max ₹50,000; The first day carries only the ₹10,000. The daily ₹100 starts from the second day.
Keeping minutes: Prepare, sign and keep within 30 days of the conclusion of the meeting or passing of postal ballot resolution, in books with consecutively numbered pages; Section 118(1). Covers general meetings, class meetings, creditors' meetings, Board and committee meetings.
Penalty for default in minutes (Section 118(11)): Company: ₹25,000. Each officer in default: ₹5,000; Applies for default in respect of any meeting.
Tampering with minutes (Section 118(12)): Imprisonment up to 2 years and fine ₹25,000 to ₹1,00,000; This is a punishment for the person found guilty.
Resolution by circulation (Section 175): Draft + papers circulated to all directors; approved by a majority of directors entitled to vote; if ≥ 1/3 of total directors want a meeting, it must be decided at a meeting; Must be noted at the next Board or committee meeting and made part of its minutes.

How to solve Resolutions and Minutes questions

Use this order for any question on resolutions or minutes. It keeps your answer in the provision-facts-conclusion format.

1Identify what is asked: type of resolution, filing, special notice, or minutes.
2Check who is deciding: members in a general meeting, or the Board or a committee. Board decisions use meeting or circulation rules.
3State the rule in plain words with the section number only if you are sure of it. For majority, give the vote condition: simple majority for ordinary, at least 3 times for special.
4Apply the facts. For vote questions, compute votes FOR and AGAINST. Ignore abstentions and members not voting.
5Check notice conditions: was the intention to propose a special resolution stated? Was special notice needed?
6Check follow-up duties: filing within 30 days under Section 117, and minutes within 30 days under Section 118.
7Give a clear conclusion: passed or not passed, valid or not, penalty or no penalty, with amounts if asked.

Quickest way: Vote test and 30-day test

When to use it: Use this for MCQs and for short written answers where the numbers decide the answer.

For a special resolution, multiply AGAINST votes by 3. If FOR is at least that, it passes. For an ordinary resolution, FOR must be strictly greater than AGAINST.
Cross out abstentions and non-votes before you compute anything.
Remember that both minutes and filing have a 30-day window. Count from the end of the meeting for minutes, and from the date of passing for filing.
For MCQ penalties, match the section: ₹25,000 and ₹5,000 for minutes defaults; ₹10,000 for filing default with ₹100 per day thereafter.
In written answers, write the rule, then the facts, then a one-line conclusion. Each part earns step marks.

Common mistakes in Resolutions and Minutes

Treating a tie or equal votes as passing an ordinary resolution.
Students remember 'majority' and forget the exact test.
Fix: The votes in favour must exceed the votes against. If a Chairman has a casting vote, it is counted as part of the votes in favour, as the section states.
Counting abstentions as votes against when testing a special resolution.
Students think the resolution needs three-fourths of all members.
Fix: Only votes cast count. Compare FOR with 3 × AGAINST. Abstentions and absentees are left out.
Saying special notice changes the majority needed.
The words 'special' in special notice and special resolution look alike.
Fix: Special notice is about giving advance notice of intention to move a resolution (Section 115). The majority still depends on whether it is an ordinary or special resolution.
Forgetting that the notice must state the intention to propose a special resolution.
Students focus only on the three-times vote test.
Fix: Section 114(2) has three conditions: intention specified in the notice, required notice duly given, and the 3:1 vote.
Mixing up the penalty amounts for minutes and for non-filing of resolutions.
Both involve 30 days and fixed rupee penalties.
Fix: Minutes: company ₹25,000 and each officer in default ₹5,000. Filing: ₹10,000 plus ₹100 per day after the first, with caps of ₹2,00,000 and ₹50,000.
Saying the Chairman must include everything said in the minutes.
Students assume minutes are a word-for-word record.
Fix: Minutes contain a fair and correct summary. The Chairman may exclude matter that is defamatory, irrelevant or immaterial, or detrimental to the company's interests, and has absolute discretion on these grounds.

Worked examples

Example 1

At an EGM of a company, a resolution was proposed as a special resolution and the notice stated so. 120 members voted in favour, 45 voted against and 30 abstained. Is the special resolution passed?

Show the solution

Rule: under Section 114(2), votes in favour must be not less than three times the votes against, among members entitled to vote and voting. The notice must also have specified the intention to propose it as a special resolution.
Facts: the notice stated the intention. Votes cast: 120 for and 45 against. Abstentions are ignored.
Compute: 3 × 45 = 135.
Compare: 120 is less than 135.
Conclusion: the votes in favour are not at least three times the votes against.

Answer: The special resolution is not passed, because 120 is less than 3 × 45 = 135. It would have passed with 135 or more votes in favour.

Example 2

A company held a Board meeting on 5 June. The minutes were signed and entered in the minutes book on 10 July. The Chairman excluded a remark of a director that he believed was defamatory of another person. State whether the company has defaulted and whether the Chairman's act is valid.

Show the solution

Rule: Section 118(1) requires minutes to be prepared and signed in the prescribed manner and kept in books with consecutively numbered pages within 30 days of the conclusion of the meeting.
Facts: the meeting ended on 5 June. The 30 days end on 5 July. The minutes were kept on 10 July, which is after that date.
Conclusion on timing: there is a default. The company is liable to a penalty of ₹25,000 and every officer in default to a penalty of ₹5,000 (Section 118(11)).
Rule on exclusion: under Section 118(5), the Chairman may exclude matter that in his opinion is or could reasonably be regarded as defamatory of any person. Under Section 118(6), his discretion is absolute on these grounds.
Conclusion on exclusion: the Chairman's act is valid.

Answer: The company has defaulted, since the minutes were kept after 30 days. The company is liable to a penalty of ₹25,000 and each officer in default to ₹5,000. The Chairman's exclusion of the defamatory remark is valid under Section 118(5) and (6).

Exam tips

Learn the two vote tests word for word: 'exceed' for ordinary and 'not less than three times' for special. MCQs often give vote counts and ask for the result.
Remember that Section 117(3) lists what must be filed. Questions often ask whether an ordinary resolution must be filed. As a general rule it is not on the list, except for items like the Board resolution on a managing director's appointment.
For minutes, memorise the five anchors: 30 days, consecutively numbered pages, fair and correct summary, Chairman's discretion, secretarial standards. Then add the penalty amounts.
In Board meeting minutes, write down the names of directors present and the names of any directors dissenting from or not concurring with each resolution (Section 118(4)).
For a One Person Company, Sections 100 to 111 do not apply (Section 122(1)). Business needing a resolution at a general meeting is sufficiently done if the member's resolution is communicated to the company and entered in the minutes book, signed and dated by the member. That date is treated as the date of the meeting (Section 122(3)). Where the OPC has only one director, that director's resolution is likewise entered in the minutes book, signed and dated, and the date is treated as the date of the Board meeting (Section 122(4)).

Practice questions from Management & Administration

Resolutions and Minutes in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Resolutions and Minutes: frequently asked questions

What is the difference between an ordinary resolution and a special resolution?

An ordinary resolution passes if votes in favour exceed votes against. A special resolution passes only if votes in favour are at least three times the votes against, and the notice must state the intention to propose it as a special resolution. Only votes cast by members entitled to vote are counted.

Within what time must minutes of a meeting be kept under Section 118?

Minutes must be prepared, signed and kept in books with consecutively numbered pages within 30 days of the conclusion of the meeting. For a resolution passed by postal ballot, the 30 days run from the date of passing. Default attracts a penalty of ₹25,000 on the company and ₹5,000 on every officer in default.

Can the Chairman leave things out of the minutes?

Yes, in limited cases. The Chairman may exclude any matter that is defamatory of any person, irrelevant or immaterial to the proceedings, or detrimental to the interests of the company. His discretion on these grounds is absolute.

Can the Board pass a resolution without holding a meeting?

Yes, by circulation under Section 175. The draft and necessary papers go to all directors and the resolution must be approved by a majority of the directors entitled to vote. If at least one-third of the total directors require it, the resolution must be decided at a meeting. It is then noted at a subsequent meeting and made part of its minutes.

What is the legal value of minutes?

Minutes kept in accordance with Section 118 are evidence of the proceedings recorded. Until the contrary is proved, the meeting is deemed to have been duly called and held, and appointments of directors, KMP, auditors or company secretary in practice recorded in them are deemed valid.