Question 1

What is the format of a circular resolution under Section 175 in 2026?

Accepted Answer

A circular resolution has four parts: a covering note to all the directors, an explanatory note on the proposal, the draft resolution itself, and an approval sheet on which each director records assent or dissent with the date. Section 175 of the Companies Act, 2013 requires the draft to be circulated with the necessary papers to all the directors at their addresses registered with the company — by hand, post, courier or electronic means such as e-mail — and SS-1 adds that each resolution carries a serial number and that the note states how and by when a director should respond. This template follows that structure and adds the result working and a certified-copy block.

Question 2

Which resolutions cannot be passed by circulation?

Accepted Answer

Anything the law reserves to a Board meeting. Section 179(3) lists: making calls on shares, authorising buy-back, issuing securities including debentures, borrowing monies, investing the company's funds, granting loans or giving guarantees or security, approving the financial statements and the Board's report, diversifying the business, approving an amalgamation, merger or reconstruction, and taking over a company or acquiring a controlling or substantial stake. Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 adds political contributions, appointment or removal of key managerial personnel, and appointment of internal auditors and the secretarial auditor. SS-1 Annexure A gives a longer illustrative list. Routine items — opening a bank account, authorising a signatory, shifting the registered office within the city — can go by circulation.

Question 3

What majority is required to pass a circular resolution?

Accepted Answer

A majority of the directors entitled to vote on the resolution — not a majority of those who happen to reply. Interested directors receive the papers but are not entitled to vote. 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 Chairperson must put it to a Board meeting; interested directors are counted in working out that one-third. Under SS-1, a director who does not respond by the last date is presumed to have abstained, and if the required majority is not received by that date the resolution is not passed.

Question 4

What is the date of passing of a circular resolution?

Accepted Answer

The earlier of two dates under SS-1: the last date specified for signifying assent or dissent, or the date on which assent has been received from the required majority — but the second applies only if, on that date, the directors who have not yet responded together with those who have asked for a meeting are fewer than one-third of the total number of directors. The resolution takes effect from that date unless it specifies another. Directors should date their signatures; where a director does not, the date the company receives the signed resolution is taken as the date of signing.

Question 5

How many days are given to directors to respond to a circular resolution?

Accepted Answer

Not more than seven days from the date of circulation of the draft, under SS-1. Two more days are added where the draft is sent by speed post, registered post or courier. The draft and papers must go to all the directors, including interested directors, on the same day.

Question 6

Does a circular resolution have to be recorded in the minutes?

Accepted Answer

Yes. Section 175(2) requires a resolution passed by circulation to be noted at a subsequent meeting of the Board (or committee) and made part of the minutes of that meeting; SS-1 requires the text to be recorded with any dissent or abstention. Passing resolutions by circulation does not reduce the number of Board meetings the company must hold in the year.

Sl.	Name of director	DIN	Interested (Yes / No)	Assent / Dissent / To be decided at a meeting	Date of signing
1	____________	____________	____________	____________	____________
2	____________	____________	____________	____________	____________
3	____________	____________	____________	____________	____________
4	____________ [add rows — every director is listed]	____________	____________	____________	____________

Particulars	Number / date
Total number of directors for the time being	____________
Directors entitled to vote (total less interested directors)	____________
Assents received	____________
Dissents received	____________
Directors requiring the resolution to be decided at a meeting	____________
Directors who did not respond by the last date (treated as abstaining)	____________
Result — passed / not passed	____________
Date on which the resolution is deemed to have been passed	____________
Board meeting at which the resolution was noted and recorded in the minutes	____________

Circular Resolution Format 2026 (Word) — Resolution by Circulation, Section 175

An excerpt from the template.

RESOLUTION BY CIRCULATION NO. ___

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