What things require special resolution?
What decisions require a special resolution to be passed?
- To change the company name.
- To amend the company’s articles of association.
- A reduction in the company’s share capital.
- Disapplication of shareholder pre-emption rights.
- Certain cases where the company purchases its own shares.
When special resolution is required under 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 Act has been duly given; and (c) the votes …
Which of the following decision require a special resolution in general meeting as per Companies Act 2013?
Matters Requiring Special Resolution as per Company Act 2013
| Section No | Matters Requiring Special Resolution as per Company Act 2013 |
|---|---|
| 180 | Restriction on power of Board |
| 186 | Loans and Investment by the Company |
| 196 | Appointment of persons aged 70 years or more as Managing Director, Whole Time Director or Manager |
When special resolution is required India?
Further section 114(2) provides that a resolution shall be a special resolution when: 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.
What is special resolution Companies Act?
Special Resolution means a resolution passed by the Directors and confirmed with or without variation by at least two thirds (2/3) of the votes cast by those entitled to vote and voting at a general meeting of the Members of the Corporation duly called for the purpose, or at an annual meeting, or in lieu of such …
Do you need a special resolution to sell a company?
An ordinary resolution is used for all matters unless the Companies Act or the company’s articles of association require any other type of resolution. Rather confusingly, it is sometimes necessary to call an extraordinary general meeting in order to deal with something immediately.
What is special resolution in Companies Act?
Related Content. 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 a special resolution example?
Decisions that change the fabric of the company generally require approval by a special resolution of the shareholders. Some examples include: modifying or adopting the company constitution; changing the company’s name; or.
What is resolution requiring special notice?
Resolutions requiring special notice and special resolutions are different from each other. The former is a procedure preceding the presentation of resolution proposed by certain members for approval of members at general meeting while the latter is a type of resolution passed under section 114 of the Act.
What is special resolution example?
Special Resolutions Amendments to memorandum and articles of association; Change in company name; Reduction in share capital; Voluntary wind up of a company; and.
Do special business require special resolution?
Ordinary Resolution passed to transact Ordinary business. However, a special business can be transacted via special resolution or ordinary resolution, as per the requirements of the Companies Act.
What is a special resolution under the Corporations Act?
A ‘special resolution’ is defined in section 9 of the Corporations Act as one that is passed by 75% (ie, at least three quarters) of the votes cast by shareholders entitled to vote (either on a show of hands at the meeting or by the inclusion of proxies if on a poll) being in favour of the resolution.
What are the matters requiring sanction of shareholders by special resolution?
Matters requiring sanction of shareholders by special resolution. 1) Section 5 (4) Articles : Inclusion of provisions for entrenchment in the articles of association in case of public company. 2) Section 12 (5) Registered office of company : Change of registered office of the company outside the local limits of any city, town or village.
What is a special resolution?
What is a 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;
What is special resolution under RBI Act?
Special Resolution is required for giving any loan or guarantee or providing any security or acquisition by way of subscription, purchases or otherwise the security of anybody corporate, when the limits are exceeded as mentioned under section 186 (2) of the Act.
When a company intends to appoint more than fifteen directors?
Where a company intends to appoint more than fifteen directors, i.e. number of directors beyond statutory limit provided under Section 149 (1) (b), a special resolution is required. 17.