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Section 175 of the Companies Act 2013: Passing of Resolution by Circulation

SECTION-175 (Passing of resolution by circulation) under CHAPTER-XII (Meeting of Board and its Powers) of the Companies Act, 2013

(1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution:


Provided that, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.

(2) A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting.





Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 175 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April, 2014) - link

(3) Relevant rule(s) of the Companies (Meeting of Board and its PowersRules, 2014 (w.e.f. 1st April, 2014) - link
  • Rule 5 - Passing of resolution by circulation
[Also check amendments, if any, to the Companies (Meeting of Board and its Powers) Rules, 2014]







This page was last updated on 30th March, 2017.

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