Quick Summary
Special Resolution requires approval by 3/4th of votes cast and is needed for significant changes like altering MOA/AOA.
A Special Resolution is a resolution passed by a majority of not less than three-fourths of the votes cast by members entitled to vote. It is required for significant changes affecting the company's constitution or structure.
Matters Requiring Special Resolution
- Alteration of Memorandum of Association
- Alteration of Articles of Association
- Change of company name
- Change in registered office (outside state)
- Reduction of share capital
- Buy-back of shares
- Removal of auditor before term
- Winding up of company
Requirements
- 21 days clear notice with special resolution text
- Explanatory statement justifying the resolution
- 3/4th majority of votes cast
- Filing with ROC within 30 days (Form MGT-14)
Key Points
- Requires 3/4th majority vote
- Needed for major constitutional changes
- 21 days notice with explanatory statement
- Must be filed with ROC within 30 days
- More stringent than ordinary resolution