What is Circulation of members Resolution?
The Circulation of Members’ Resolution refers to the process of passing a resolution among the members of a company without convening a physical meeting. Instead of holding a general meeting, the resolution is sent to the members (shareholders) for their approval through circulation.
Section 111 Of Companies Act 2013/
(1) A company shall, on requisition in writing of such number of members, as required in section 100,—
(a) give notice to members of any resolution which may properly be moved and is intended to be moved at a meeting; and
(b) circulate to members any statement with respect to the matters referred to in proposed resolution or business to be dealt with at that meeting.
(2) A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless—
(a) a copy of the requisition signed by the requisitionists (or two or more copies which, between them, contain the signatures of all the requisitionists) is deposited at the registered office of the company,—
(i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting;
(ii) in the case of any other requisition, not less than two weeks before the meeting; and
(b) there is deposited or tendered with the requisition, a sum reasonably sufficient to meet the company’s expenses in giving effect thereto:
Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called on a date within six weeks after the copy has been deposited, the copy, although not deposited within the time required by this sub-section, shall be deemed to have been properly deposited for the purposes thereof.
(3) The company shall not be bound to circulate any statement as required by clause (b) of sub-section (1), if on the application either of the company or of any other person who claims to be aggrieved, the Central Government, by order, declares that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.
(4) An order made under sub-section (3) may also direct that the cost incurred by the company by virtue of this section shall be paid to the company by the requisitionists, notwithstanding that they are not parties to the application.
(5) If any default is made in complying with the provisions of this section, the company and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees.
