What is special resolution ?

A resolution shall be a special resolution when the votes cast in favour of the resolution by members present in person or, when proxies are allowed, by proxy, are not less than three times the number of votes, if any, cast against the resolution and the intention to propose the resolution as a special resolution and the intention to propose the resolution as a special resolution has been duly specified in the notice calling the meeting [See 89(2)].

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In other words, this is a resolution passed by a majority of 75 percent of votes of members present in person or by proxy and a mention of the fact that the resolution shall be passed as a special resolution must have already been made in the notice of the meeting and the notice should have been duly given at least twenty-one days before the date of the meeting.

The articles of the company may specify purposes for which a special resolution is required. The Companies Act has also specified certain matters for which a special resolution must be passed. For example.


(i) Alternation of Memorandum (Sec. 17).

(ii) Alternation of Articles (Sec. 31).

(iii) Issue of further shares without pre-emptive rights (Sec. 81).

(iv) Creation of Reserve Capital (Sec. 99)


(v) Reduction of Share Capital (Sec. 100).

(vi) Keeping Registers and Returns at a place other than the registered office (Sec. 164).

(vii) Authorising payment of interest out of capital to members. (Sec. 208)

(viii) Appointment or re-appointment of auditors in the case of a company in which 25 per cent or more of the subscribed share capital is held by Government or public financial institution etc. [Sec. 224A inserted by the Companies (Amendment) Act, 1974].


(ix) Appointment of sole selling agent in the case of a company having a paid-up share capital of rupees fifty lakhs or more, [Sec.294AA added by the Companies (Amendment) Act, 1974].

(x) Authorizing a director to hold an office or place of profit (Sec. 314).

(xi) Making the liability of any director or manger unlimited where so authorized by the articles (Sec. 323).

(xii) Making loans to other companies under the same management (sec. 370)

(xiii) Voluntary winding up of a company (Sec. 484).

(xiv) Liuidator to accept shares etc. as consideration for sale of company’s property in the case of Members Voluntary Winding Up (Sec. 494).

A Copy of special resolution must be field with the Registrar within 30 days of the date of its passing.

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