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Consent Resolution

Have you ever come across a term called as “Consent Resolution”?? We guess you might not have yet, as it’s not a term that is used by Indian Corporates. You may be aware of terms “resolution” and “consent” separately but together it has got some importance and it is used in other countries to carry a certain course of action in a company or organisation. Let us know what’s it all about.

What is a Consent Resolution?


A Consent Resolution is a resolution passed/approved/adopted by the Board of Directors / Shareholders of a company without holding a physical meeting.


How to pass a consent resolution?

If the consent resolution has to be passed by the board of directors, then any one or more director has to send the consent resolution form to the other directors for their approval and sign of the same and returning the same after signing.



Likewise in case of passing of resolution by the shareholders of a company, any one or more shareholder has to send the consent resolution form to the other shareholders for their approval and sign of the same and returning the same after signing


It should also be noted that the director(s)/shareholder(s) who sends the resolution also have to sign the same.


While drafting the resolution, the resolution must be detailed in a manner which is clear in understanding for all.


Minutes of the Resolution

Once the resolution is passed/approved/adopted by the directors or shareholders unanimously and all the signed consent resolution forms has been received, it has to be noted in the Minutes Book of the company. Which will further enable it as a proper evidence of the resolution approved.


Benefits: (1) Avoiding a formal meeting between directors and shareholders so as to save time and money of all the personnel involved in it. (2) Would be very beneficial for the large scale organisation as they will not have to make any major arrangement for the meeting and all.


Demerits: As no physical interaction, the director/shareholder who wants to have a say on the action for which approval is sought, will not be able to do so.


Resemblance with Indian Corporate Laws


The current Corporate Laws in India do not allow such passing of consent resolution. But in a way the circular resolution for passing resolutions by Board of Directors and the Postal ballot system of passing resolutions by a listed company’s shareholders can be said to be a system of passing resolution which is something like consent resolution only.



Sample Consent Resolution

Members’ Consent Resolution

The undersigned Member-Mr. / Ms. ________, hereby gives it’s consent to adopt the following resolution and agree that the action mentioned as below can be taken without convening a physical meeting:

RESOLVED THAT …………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

RESOLVED FURHTER THAT ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………


Date: __________ Sign: _____________

Place: __________ Member Name: _____________________

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ADDITIONAL INFO