Resolution

Resolution is the written proposal forwarded to the meeting for discussion and final decision through the agreement of all participating members. It is subject or problem or agenda presented in the meeting for making discussion and decision. It is one of the important procedures in an office. It can be passed for formulating plans and policies, raising fund, an election of the director, an appointment of the auditor, declaration of dividend and so on.

Objectives

The main objectives of resolution are as follows: -

• To make a formal statement for any subject or problem.
• To make a formal and legal decision in a democratic way.
• To help to amend and formulate effective rules and regulations.
• To provide documentary evidence.
• To guide and direct the staff for solving official and administrative problems.

Importance of Resolution

A resolution is basically concerned with important subject matters regarding the preparation of plans, policies, rules and regulations. Its main importance can be listed as follows:

1. It helps in the management for making an effective decision.
2. It helps an organization to make a formal decision in a democratic way.
3. It helps to amend the present procedures, rules and regulations.
4. It helps an organization to formulate necessary rules and regulations for the efficient operation of the official activities.
5. It provides legal formalities to the decision of a problem.
6. It guides and directs the staff for solving the official problems.
7. It helps for the settlement of misunderstanding and disputes as it provides documentary evidence.
8. It clarifies the confusing and unclear rules, regulations and laws.

Types of Resolution

According to company act 2063, resolution can be divided into two types:

Ordinary resolution

The resolution which is presented in regular meeting and can be decided by more than 50% of the total members or shareholder is called ordinary resolution. Decisions on such resolution are passed by a simple majority of shareholders holding more than 50 % of the total shares presented in the meeting. The following subject matters fall under ordinary resolution: -

• Audited final accounts of the previous year
• Appointment of directors and auditors
• Declaration of dividend
• Amendment or formulation of rules and regulations etc.

Special resolution

The resolution which is presented in urgent meeting and can be decided by at least 75% of the total members or shareholders is called special resolution. Decisions on such resolution are passed by the shareholders holding at least 75 % or 3/4th of the total shares presented in the meeting. The following subject matters fall under special resolution: -

• Alternation in Memorandum of Association and Article of Association
• Conversion of company from private to public limited
• Winding up of the company
• Issuing bonus shares
• Changing name, objective and capital of the company etc.