Question

Explain the following term/concept: Special Resolution

Answer 1

(Section 114 (2)) the resolution which is passed by a substantial numerical majority is known as special resolution‘ Special resolution is one which is carried in a meeting by a minimum of 75% majority. The number of votes in favour of motion should be 3 times % of the total votes cast. It is passed for transacting special business of the company. A 21 days prior notice to the members about the special resolution is necessary. The notice of the meeting specifically mentions that it is a special one. A copy of the special resolution must be filed with the Registrar of Companies through e-filing on Ministry of Corporate Affairs (MCA) portal within 30 days of the date of its passing resolution.

Examples of Special resolution:
(1) Alteration in the Memorandum of Association, like changes in the objects of the company or change in the name of the company (Section 13) or the location/address of the Registered Office of the company (Section 12)
(2) Alterations in the Articles of Association of the company (Section 14) (3) Reduction in the authorised share capital of the company.