Circular Resolution Format
A board resolution passed without a meeting.
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Dear Sir / Madam,
Resolution passed by circulation by the Board of Directors of [company name], having its registered office at [registered office].
RESOLVED THAT [the resolution]
The draft resolution was circulated to all directors entitled to vote, together with the necessary papers, and was approved by [names of directors approving]. The resolution is deemed passed on October 14, 2026 and will be noted at the next meeting of the Board.
What is a Circular Resolution?
A circular resolution is a board decision taken by sending the proposal to every director and collecting their approvals in writing, instead of holding a meeting. It exists for the decision that cannot wait for the next board date — a bank form due tomorrow, a tender closing on Friday. Used for a matter your law reserves to a meeting, or circulated to only some of the directors, it is void, and everything done under it is unsupported.
Boards use it when the matter is urgent and uncontroversial: opening or updating a bank mandate, authorising a filing, approving a routine contract, appointing someone to sign a document before a deadline. It is also the practical answer for a board whose directors sit in different countries. Group subsidiaries with nominee directors run much of their routine business this way. The same mechanism appears in the governing documents of societies, associations and trusts under the name written resolution or resolution by circulation.
Whether directors may decide in writing at all, and by what majority, is set by your constitution and your companies legislation. India's Companies Act 2013 permits resolutions by circulation subject to conditions and excludes matters the rules reserve to a meeting; the UK model articles allow a written directors decision where all eligible directors would have voted the same way; US bylaws typically require unanimous written consent; Australia's Corporations Act permits a written resolution signed by all directors unless the constitution says otherwise. Unanimity is the trap — check your rule rather than assuming a majority will do.
A circular resolution is not a shortcut around the minute book. In most regimes it has to be noted at the next board meeting and entered in the minutes, and until that happens the record is incomplete. It is not a shareholders written resolution, which follows an entirely separate procedure. It cannot be used for matters your rules require to be transacted at a meeting, and approval of the annual accounts is commonly on that list. And silence is not assent: a director who does not reply has not voted.
What to put in a Circular Resolution
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Company name | For example: Barton Technologies Inc. |
| CIN / registration no. optional | For example: U72900AP2024PTC112233 |
| Registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| Subject | For example: opening of a current account |
| The resolution | For example: a current account be opened with Huntington National Bank, Dublin Branch, and that the… |
| Authorised signatories | One per line: Name, Designation |
| Issued to (full name) | For example: James Whitfield |
| Their address | For example: 588 Kinnear Road, Columbus, OH 43212 |
How to write a Circular Resolution
Check the matter may be circulated
Before drafting, look at the list of matters your rules require to be decided at a meeting, and at your own constitution, which may be stricter than the statute. Approval of accounts, the directors report and certain borrowing or investment decisions appear on those lists in several regimes. If your item is on the list, call a meeting — a circular resolution on a reserved matter is simply void.
Send the draft to every director
Every director, including the one on leave, the one abroad and the alternate where your rules recognise one. Use the address each director has registered with the company and note the method: courier, registered post, or email to the recorded address. Omitting a single director is the most common ground on which these are later held invalid, and it is the easiest to avoid.
Attach the papers a director needs
Send the supporting documents with the draft rather than on request: the quotation, the bank form, the draft agreement, and a short note explaining why it cannot wait for the next meeting. A director asked to approve wording with no context either signs blind or holds it up. State a reply-by date and say what a director should do to dissent as well as to assent.
Collect and date every assent
Record for each director whether they assented, dissented or did not respond, and the date and channel each reply arrived on. Keep the emails or signed pages. The resolution passes on the date the required approvals are complete, and that is the date that goes on the document — not the date it was circulated and not the date it was typed up.
Note it at the next board meeting
Put the resolution on the agenda of the next meeting to be noted and recorded in the minutes, with the circulation date, the responses received and the effective date. Where your rules require this step, it is what completes the record. Certify the extract from those minutes if a bank or registry needs a copy of the decision.
Common mistakes
- Leaving out a director who is travelling or on leave, which invalidates the resolution regardless of how many others signed it.
- Treating a lack of reply as approval, so the resolution rests on a majority that was never actually given.
- Using circulation for a matter the rules require to be transacted at a meeting, which makes the decision void and everything done under it unauthorised.
- Recording no date against the individual assents, leaving the effective date of the decision unprovable when it is later questioned.
- Never noting the resolution at the following board meeting, so the minute book holds no trace of a decision the bank has already acted on.
Frequently asked questions
What is a circular resolution?
A board decision taken by circulating the proposed resolution in writing to all directors and collecting their approvals, rather than by holding a meeting. It carries the same force as a resolution passed at a meeting where your constitution and statute permit it, and it is normally recorded in the minutes of the next meeting. Some matters cannot be decided this way at all.
Can a board resolution be passed without a meeting?
In most regimes yes, if the constitution allows it and the matter is not reserved to a meeting. The conditions differ on two points that matter: whether every director must agree or only a majority of those entitled to vote, and which subjects are excluded. Read both your governing statute and your articles before relying on it, because the stricter of the two applies.
Does a circular resolution have to be unanimous?
It depends on the regime. Some require the signatures of all directors entitled to vote, others allow approval by a majority of those to whom it was circulated. What is consistent is that it must go to all of them, whatever majority is needed to pass it. Confirm the rule in your governing act and constitution, and remember your constitution can set a higher bar than the statute.
Which matters cannot be passed by circular resolution?
Typically those your rules require to be transacted at a meeting — approval of the annual accounts and the directors report, and often specified borrowing, investment or related-party decisions. The list is jurisdiction-specific and your constitution may add to it. Check it before circulating, because the consequence is not a procedural irregularity but a decision with no legal effect at all.
How is a circular resolution recorded in the minutes?
As an item at the next board meeting noting the resolution, the date it was circulated, who assented and who dissented, and the date it was passed. Attach the circulated draft and the responses to the minute book. That entry is what allows a certified extract to be issued later, and what an auditor or registrar will look for.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.