Company Law

Ordinary & Special Resolution [S. 114]

Ordinary Resolution

Special Resolution

  • if the notice required under Co Act 2013 has been duly given
  • it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, > the votes, if any, cast against the resolution by members, so entitled and voting (i.e. votes cast in favour > 50% of total valid votes cast)
  • the intention to propose the resolution as a special resolution has been duly specified in the notice calling the GM or other intimation given to the members of the resolution;
  • the notice required under Co Act 2013 has been duly given; and
  • the votes cast in favour of the resolution are not < 3 times the votes, if any, cast against the resolution, by members entitled to vote and voting. (i.e. votes in favour ≥ 3 votes against)

Illustrative list of matters for which special resolution is required to be passed under the Co Act 2013 is provided under the heading ‘Tables’ at the end separately