Circular Resolution

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Gaurav Agarwal (Querist)
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15 November 2009 In respect of a private limited company what is circular resolution? How it is issues? Please enlighten with all the details?

Ankur Garg

Ankur Garg (Expert)
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16 November 2009 Resolution by circulation is governed by section 289. There is no difference between public and private company as far as Resolution by circulation is concerned.

You may pass board resolution without holding any physically meeting with the help of Resolution by circulation.

For details please check my article on Resolution by circulation available on the below mentioned link:

https://www.caclubindia.com/articles/article_list_detail.asp?article_id=2083&article_title=Passing%20of%20Board%20resolution%20by%20circulation%20under%20Section%20289

Gaurav Agarwal

Gaurav Agarwal (Querist)
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16 November 2009 Thanks for the reply. Good Article.
Can such resolution be passes through an email to all the director? How consent will be given in that case? What about signatures in the Email?

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C.A.Amitabh Gupta

C.A.Amitabh Gupta (Expert)
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16 November 2009 Sometimes the minimum no of directors required for a board meet are not able to meet personally/physically due to various reasons. In that case any director of the company prepares the minutes & resolutions of the meeting and circulates such minutes & resolution to all the directors for their signature/acceptance. Such resolutions so circulated/passed without any actual physical/personal meet are known as circular resolutions .

YEs, such resolution can be circulated to all the directors concerned through email and they are legally valid.

rgds
CA Amitabh Gupta
Indore