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Business Environment and Law-Meetings And Resolutions

When is a special resolution required? - Meetings And Resolutions

   Posted On :  14.05.2018 10:53 pm

Special resolution is necessary for the following among other purposes:

When is a special resolution required?
 
 
Special resolution is necessary for the following among other purposes:

Alteration of Memorandum for changing the place of registered office from one state to another with the leave of the Company Law Board [Sec. 17(1) and (2)]. Special resolution is also required for changing the ‘objects clause’ of the Memorandum.

Changes of name of a company with the consent of the Central Government (Sec. 21).

Omission or addition of the word ‘Private’ from or to the name of a company (Sec. 21).

Change of name of a charitable or other non-profit company by omitting the word or words ‘Limited’ or ‘Private Limited’ [Sec. 25 (3)].

Alteration of the Articles of a company [Sec. 31(1)].

Conversion of any portion of the uncalled capital into reserve capital (Sec. 99).

Reduction of share capital [Sec. 100 (1)].


Variation of shareholder’s rights (Sec. 106).

Removal of a company’s registered office outside the local limits of any city, town or village [Sec. 146 (2)].

Keeping registers and returns at a place other than the registered office [Sec. 163(1)].

Payment of interest out of capital [Sec. 208 (2) and (3)].

Applying to the Central Government for appointing an Inspector for investigating a company’s affairs in some cases [Sec. 237 (a)].

Appointment of sole selling or buying agent in the case of companies having paid-up share capital of Rs. 50 lakhs or more [Sec. 294-AA(3)].

Fixing the remuneration of directors where the Articles require such resolution [Sec. 309 (1)].

Allowing a director to hold an office of profit under a company [Sec. 314(1) (1-B)].

Alteration of Memorandum to render the liability of directors unlimited [Sec.323(1)].

Applying to the court to wind up a company [Sec. 433 (a)].

Winding up a company voluntarily [Sec. 484 (1) (b)].

Authorizing the liquidator of a company to accept shares as consideration for the transfer of its assets [Secs. 494 (1)] and

Disposal of books and papers of a company in voluntary winding up when its ‘affairs’ have been completely wound up [Sec. 550 (1) (b)].
 

Resolutions requiring a special notice (Sec. 190)

 
 
A resolution requiring a special notice is not an independent class of resolutions. It is only a different kind of an ordinary resolution of which notice of the intention to move a resolution has to be given to the company. The notice shall be given not less than 14 days before the meeting at which the resolution is to be served and the day of the meeting.
 
 
 

 

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