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Difference between Motion and Resolution in Company Law

In this post, the motion and resolution described are the terms used in the meeting of Board of Directors and meeting of members / shareholders / creditors etc of a company.


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 'resolution'.

According to the general practice:
(1) one member proposes/makes one motion (an idea or a thought, which needs to be passed for its implementation);
(2) another member seconds that motion (meaning that he agrees/supports the proposed motion); and
(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 company law, 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 meetings.


  1. I was confused between the meaning of these two terms. Now I have a clear understanding on it. Well at least better than before. Thanks!


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