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When is a special resolution required? - Meetings And Resolutions
Business Environment and Law-Meetings And Resolutions
When is a special resolution required? - Meetings And Resolutions
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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:
Reduction of share capital [Sec. 100 (1)].
Removal of a company’s registered
office outside the local limits of any city, town or village [Sec. 146 (2)].
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)].
Authorizing the liquidator of a
company to accept shares as consideration for the transfer of its assets [Secs.
494 (1)] and
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).
Variation of shareholder’s rights (Sec. 106).
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)].
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)].
Disposal of books and papers of a
company in voluntary winding up when its ‘affairs’ have been completely wound
up [Sec. 550 (1) (b)].
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.
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.
Tags : Business Environment and Law-Meetings And Resolutions
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