Shah Ali Tower, 3rd Floor, 33 Kawran Bazar, Dhaka-1215





Notice is the legal concept describing a requirement that a party be aware of legal process affecting their rights, obligations or duties. A notification in written form, sent to the insurer, informing them of an event upon which a claim will be based. There are several types of business notice, public notice (or legal notice), actual notice, constructive notice, Announcement notice, Judicial notice, Resign, Previous notice, and implied notice.


The word resolution is not defined in our Companies Act 1994. Usually, in terms of company law, a resolution means the formal decision of a body (either the board of directors and/or shareholders) which has been taken in a meeting after proper deliberations. In a normal scenario, any proposed action (that require prior approval) is set out before the board of directors or shareholders as agenda for their approval. After the quorum is fulfilled, the board of directors or shareholders discusses, amend and vote such agenda. If the agenda is approved by a majority of the directors / shareholders, it becomes a resolution.

Kinds of resolutions:

i) Ordinary; (a simple resolution of generally more than 50% of the directors/shareholders present at the meeting);
ii) Special; (at least 75% of the directors/shareholders present at the meeting); and 
iii) Extraordinary (100% of the directors/shareholders present at the meeting).

In the case of a proprietary company that has only one director who is a shareholder of the company, they can pass the resolution just by signing a document that sets out the resolution. Below, we step through how to pass a resolution, including voting requirements and notifying.