In this post, the motion and resolution described are the terms used in the Meeting of Board of Directors and Meeting of Members of
A motion is a formal
proposal put forth before a meeting by a member of that meeting for further
discussion on that and if passed for the adoption of the same as a
According to the general
(1) one member
proposes/makes one motion (an idea or a thought, which needs to be passed for
(2) another member
seconds that motion (meaning that he/she agrees/supports the proposed motion)
(3) other members either
vote for or against it either by show of hands or by a Poll.
A motion once
carried out and passed by the majority as required under the Companies act,
becomes a resolution.
A resolution passed and
adopted by the members is binding in nature.
Amendment to the
resolution: - The resolution passed in the earlier meeting can be amended by
passing an amendment resolution in any of the subsequent meeting.
The Companies Act 2013 enacted in India does not distinguish among the above discussed two terms,
mostly they are taken as one and same. In the minutes of the meeting and that
to only in the minutes of the meeting of shareholders, the motion passing
subject is being mentioned to the respective adopted resolution.