When must a company circulate a members’ proposal?
Under the general Companies Act, 2013 regime, section 111 enables members meeting the section 100 threshold to requisition notice of a resolution that may properly be moved, and circulation of a statement concerning the proposed resolution or meeting business. A signed requisition must reach the registered office within the applicable period, and a reasonably sufficient expense sum must be deposited or tendered with it. The ordinary timing is at least six weeks for a resolution-notice requisition and two weeks for another requisition, with a specific later-called AGM proviso.
This guide, checked on 23 October 2026, addresses ordinary companies under the general statutory regime. Section 122 excludes One Person Companies from sections 100–111. Identify any applicable class-specific exemption or modification before using the general threshold; the worked examples do not assume a special exempt class. The government-hosted Companies Act text, sections 100, 111 and 122 supplies the statutory starting point.
Circulation and calling an EGM are separate actions
Section 111 borrows the qualifying members test from section 100, but the two mechanisms serve different purposes. A circulation request addresses a proposal or statement for a meeting; a section 100 requisition asks for an extraordinary general meeting. Classify what the members actually request. A document may require examination under both provisions, but do not substitute section 100’s meeting-calling timetable for section 111’s deposit requirements.
For a company with share capital, the general section 100(2)(a) test uses at least one-tenth of the paid-up share capital that carries voting rights on the date of receipt. It is not automatically ten per cent of authorised capital, total issued nominal capital or shareholder headcount. For a company without share capital, the general test is at least one-tenth of the total voting power of members entitled to vote on that date. Verify the actual rights, classes and paid-up amounts instead of counting signatures alone.
Prepare the correct requisition packet
| Component | Section 111 control | Professional action |
|---|---|---|
| Request and proposal | A written requisition by the qualifying members; a resolution must be one that may properly be moved | Identify the intended meeting, exact proposed text and relevant business |
| Signatures | One signed copy or multiple copies which together contain all requisitionists’ signatures | Maintain a signature-to-member schedule and authority evidence |
| Place of deposit | The company’s registered office | Retain dated receipt or reliable delivery evidence |
| Deposit timing | Six-week or two-week rule as applicable, subject to the AGM proviso | Classify the request before computing the calendar |
| Expenses | A reasonably sufficient sum deposited or tendered with the requisition | Prepare a cost estimate and retain deposit or tender evidence |
Use the AGM proviso only when its sequence is satisfied
Section 111(2) provides a limited deeming rule: after a resolution-notice requisition is deposited, an AGM is called for a date within six weeks after that deposit. In that situation, the copy is treated as properly deposited despite the ordinary timing issue. Preserve evidence of both the prior deposit and the later calling of the AGM. Do not convert this into a general waiver for every late request, an EGM or an AGM that had already been called.
Six weeks is 42 days and two weeks is 14 days for basic calendar arithmetic. The examples below show those arithmetic baselines, not an assurance that delivering at the last moment satisfies every computation, service or meeting-notice requirement. Set an earlier operational deadline and separately review the company’s articles, applicable rules and meeting procedures. A later deposit of money should not be assumed to cure a failure to deposit or tender sufficient expenses with the request.
A defamatory statement requires the statutory process
Under section 111(3), the company or another person claiming to be aggrieved may apply for an order declaring that the circulation right is being abused to secure needless publicity for defamatory matter. The statutory text names the Central Government; verify the competent delegated authority and applicable procedure for an actual application. Do not invent an automatic NCLT jurisdiction or treat a management objection as equivalent to the required order. Section 111(4) also permits an order concerning the company’s costs.
This exception concerns circulation of a statement. Keep it separate from whether a resolution may properly be moved and from ordinary disagreement with a proposal. Maintain the exact allegedly objectionable passages, the application and the operative order. The company should document its response to a valid request rather than silently omitting the members’ material. Avoid using the different subject matter of section 111 of the repealed 1956 Act as authority for this 2013 Act procedure.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: A coalition reaches the general capital threshold
An ordinary company has ₹50,00,000 paid-up share capital carrying voting rights. One-tenth is ₹5,00,000. Requisitionists holding ₹3,00,000 and ₹2,00,000 of that relevant paid-up capital aggregate to ₹5,00,000 and reach the numerical threshold. Identity, voting rights and the other requisition conditions still need verification.
Illustrative example 2: Exclude capital without the relevant voting rights
Assume total paid-up capital is ₹60,00,000, of which ₹20,00,000 does not carry voting rights on the relevant date and facts. Relevant capital is ₹40,00,000; one-tenth is ₹4,00,000. A coalition with ₹3,90,000 of relevant paid-up capital is ₹10,000 short. Do not assume that every preference class always lacks voting rights; establish the actual rights first.
Illustrative example 3: A company without share capital
Assume 103 total voting units and indivisible one-unit member votes. One-tenth is 10.3 voting units, so at least 11 units are needed. Ten members with one unit each fall short; eleven meet the numerical threshold. This is a voting-power calculation, not a rule that every company needs eleven members.
Illustrative example 4: Resolution-notice calendar baseline
For a meeting on 15 December 2026, subtracting six weeks gives 3 November 2026, a 42-day interval. Treat this as the arithmetic baseline for the ordinary resolution-notice deposit rule and arrange earlier receipt. Check all applicable computation and service requirements rather than relying on a courier dispatched that day.
Illustrative example 5: A statement-only calendar baseline
For another requisition subject to the two-week rule and a meeting on 15 December 2026, subtracting 14 days gives 1 December 2026. Confirm that the request is genuinely in this category; adding a request for notice of a new resolution can change the timing analysis.
Illustrative example 6: Later-called AGM within six weeks
Members deposit a resolution-notice requisition on 10 November 2026. The company subsequently calls an AGM for 10 December 2026: the interval is 30 days, within 42 days. On those facts, the specific AGM timing proviso can apply. It does not eliminate the threshold, signatures, expense or proper-resolution tests.
Illustrative example 7: Reasonably sufficient expense tender
A documented estimate contains ₹24,000 dispatch costs, ₹6,000 preparation costs and ₹2,000 administration: total ₹32,000. A ₹20,000 tender is ₹12,000 below that estimate. The statutory question is reasonable sufficiency, not a fixed filing fee; review the estimate and adequacy rather than declaring every requested figure binding.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Identify the company’s applicable regime | Company type and class-exemption review; OPC exclusion |
| 2 | Classify the requested action | Circulation request, resolution notice or EGM requisition |
| 3 | Fix the receipt date and eligible population | Register of members, paid-up capital and voting-right records |
| 4 | Compute the section 100 threshold | Dated capital or voting-power calculation |
| 5 | Review the proposed business | Exact resolution and statement with legal competence analysis |
| 6 | Validate all signatures and authority | Signed originals/counterparts and member reconciliation |
| 7 | Evidence registered-office deposit | Receipt, delivery record and complete enclosure list |
| 8 | Compute the correct time period | Six-week/two-week schedule and any AGM proviso evidence |
| 9 | Review the expense deposit or tender | Reasoned estimate, amount and contemporaneous tender record |
| 10 | Document circulation or statutory exception | Dispatch evidence or competent authority’s operative order |
Sixteen practitioner FAQs
1. Is section 111 a right to call an EGM?
Its subject is circulation of members’ material. Section 100 addresses calling an EGM. Determine which action the requisition actually requests.
2. Does any individual shareholder qualify alone?
Only if that member independently satisfies the applicable threshold and other conditions, or a valid qualifying coalition joins. There is no universal one-share trigger.
3. Is authorised capital the denominator?
Under the general share-capital test, use relevant paid-up share capital carrying voting rights on the receipt date, not authorised capital.
4. Should preference share capital always be excluded?
No. Verify the rights actually attaching to the class and any relevant voting entitlement on the facts. A blanket exclusion can corrupt the denominator.
5. How is a non-share-capital company tested?
Use at least one-tenth of total voting power of members entitled to vote under the general section 100 test, subject to applicable modifications.
6. Can signatures be on counterparts?
Section 111 permits multiple copies which together contain all requisitionists’ signatures. Reconcile them to one coherent request and eligible-member schedule.
7. Is posting to the registered office the same as proven deposit?
Dispatch alone does not prove the required receipt or deposit. Retain delivery evidence and the complete packet.
8. When is the six-week period used?
For a requisition requiring notice of a resolution, subject to the specific later-called AGM proviso.
9. When is the two-week period used?
For another requisition within section 111. First confirm the substance of the request rather than selecting the shorter period for convenience.
10. Does the AGM proviso excuse every late submission?
No. Check the sequence: deposit first, AGM called afterwards, with the AGM date within six weeks after deposit. Other conditions remain relevant.
11. Must money accompany the requisition?
A reasonably sufficient sum must be deposited or tendered with it. Keep evidence of both the amount and the timing of tender.
12. Is there a statutory flat expense amount?
Section 111 uses reasonable sufficiency for the company’s expenses. Build and assess a substantiated estimate rather than inventing a standard fee.
13. Can management suppress a statement merely by calling it defamatory?
The statutory exception depends on the required order on an application. A management allegation alone is not that order.
14. Does section 111 name the NCLT for this exception?
The provision names the Central Government. Check the competent delegated authority and actual application procedure before filing.
15. Does this apply to an OPC?
Section 122 excludes an OPC from sections 100–111. Use the OPC’s applicable decision-recording framework instead.
16. Does circulation mean the resolution is passed?
No. Valid circulation, meeting procedures, voting and any further filing requirements are separate questions. Do not record a proposal as an approved resolution.
Conclusion
Classify the request, substantiate the eligible coalition and preserve proof of timely registered-office deposit and expense tender. Treat circulation, meeting calling and adoption as separate decisions.