Quick Answer: What Is Special Resolution As Per Companies Act 2013?

Which clause of Companies Act 2013 define the term special resolution?

As per Section 114 of Companies Act 2013, a resolution shall be a Special Resolution when— (a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution; (b) the notice required under this ….

What is special and ordinary resolution?

Ordinary Resolution is one in which the general meeting requires a simple majority to move the resolution. Special resolution means a resolution that needs a clear majority to approve the resolution at the general meeting.

What can be passed by ordinary resolution?

A resolution of members (or a class of members) of a company passed by: On a show of hands at a general meeting, a simple majority of members who, being entitled to vote, do so in person or by proxy (section 282(3), Companies Act 2006).

Who can sign the board resolution as per Companies Act 2013?

– the Chief Executive Officer, if he is a director in the company, – the Chief Financial Officer; and – the Company Secretary of the company, wherever they are appointed. In the case of a One Person Company, the Financial Statement is required to be signed only by one director.

In which cases special resolution is required?

A resolution of members (or a class of members) of a company passed by: On a show of hands at a general meeting, a majority of not less than 75% if it is passed by not less than 75% of the votes cast by those entitled to vote (section 283(4), Companies Act 2006).

What is the difference between an ordinary resolution and a special resolution?

An ordinary resolution is refers to a resolution, passed by the members of the company by a bare majority. A special resolution, on the other hand, is the resolution, that is affirmed by the members of the company by three-fourth majority.

What is the notice period for a Special Resolution?

21 daysAt least 21 days’ notice must be given in writing of an AGM. In the case of an EGM, 7 days’ notice is required for private companies and 14 days for public companies. However, 21 days is usually required in order to pass a special resolution, unless 90% of the members of the company agree to shorter notice.

Who can pass special resolution?

A special resolution is a resolution of the company’s shareholders which requires at least 75% of the votes cast by shareholders in favour of it in order to pass. Where no special resolution is required, an ordinary resolution may be passed by shareholders with a simple majority – more than 50% – of the votes cast.

What is a special notice?

Quick Reference. The 28 days’ notice that is required to be given to a registered company of an intention to propose certain resolutions at a general meeting of the company (Companies Act 2006 s 312).

How much notice do you give for an AGM?

Calling and purpose of an AGM If the Model constitution applies, members must be given at least 14 days’ notice of an AGM or 21 days’ notice if a special resolution is to be proposed.

What are the types of resolution?

Types of resolutionsOrdinary resolutions – Passed by a simple majority (above 50%) of shareholders’ votes. … Special resolutions – Passed by a 75% majority of shareholders’ votes at a general meeting. … Written resolutions – Used when a general meeting is not required to pass an ordinary resolution or special resolution.

What is a resolution in a company?

Company resolutions are legally binding decisions made by the members (shareholders or guarantors) or directors of a limited company. … Ordinary resolution of the members. Special resolution of the members. Written resolution (can be ordinary or special) of the members. Directors’ resolution (or ‘board resolution’)