1. Special Resolution [Sec. 189(2)]
A special resolution is one in regard to which is passed by a 75 % majority only i.e. the number of votes cast in favour of the resolution is at least three times the number of votes cast against it, either by a show of hands or on a poll in person or by proxy. The intention to propose a resolution as a special resolution must be specifically mentioned in the notice of the general meeting. Special resolutions are needed to decide on important matters of the company. Examples where special resolutions are required are :-a. To alter the domicile clause of the memorandum from
one State to another or to alter the objects clause of the memorandum.
b. To alter / change the name of the company with the approval of the central government
c . To alter the articles of association
d. To change the name of the company by omitting “Limited” or “Private Limited”. The Central Government may allow a company with charitable objects to do so by special resolution under section 25 of the Companies Act, 1956.
2. Ordinary Resolution [Sec. 189(1)]
An ordinary resolution is one which can be passed by a simple majority. I.e. if the votes (including the casting vote, if any, of the chairman), at a general meeting cast by members entitled to vote in its favour are more than votes cast against it. Voting may be by way of a show of hands or by a poll provided 21 days notice has been given for the meeting.
A special resolution is one in regard to which is passed by a 75 % majority only i.e. the number of votes cast in favour of the resolution is at least three times the number of votes cast against it, either by a show of hands or on a poll in person or by proxy. The intention to propose a resolution as a special resolution must be specifically mentioned in the notice of the general meeting. Special resolutions are needed to decide on important matters of the company. Examples where special resolutions are required are :-a. To alter the domicile clause of the memorandum from
one State to another or to alter the objects clause of the memorandum.
b. To alter / change the name of the company with the approval of the central government
c . To alter the articles of association
d. To change the name of the company by omitting “Limited” or “Private Limited”. The Central Government may allow a company with charitable objects to do so by special resolution under section 25 of the Companies Act, 1956.
2. Ordinary Resolution [Sec. 189(1)]
An ordinary resolution is one which can be passed by a simple majority. I.e. if the votes (including the casting vote, if any, of the chairman), at a general meeting cast by members entitled to vote in its favour are more than votes cast against it. Voting may be by way of a show of hands or by a poll provided 21 days notice has been given for the meeting.
What are Ordinary and Special Resolutions
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