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Matters Requiring Special Resolution Under the Companies Act, 2013

Neha Rajan Redekar , Last updated: 19 October 2021  

Pursuant to the provisions of section 114 of the Companies Act, 2013 a resolution can be an ordinary resolution or special resolution. Section 114(1) states that the resolution can be an ordinary resolution if such resolution is passed with the majority of the votes. 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.
  • The notice required under this Act has been duly given and
  • The votes cast in favor of the resolution, whether on show of hands, or electronically or on poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
Matters Requiring Special Resolution Under the Companies Act, 2013

The Companies Act, also specify certain matters which require shareholders' approval by passing special resolution. Such matters are as below:




Section 5(4)


Inclusion of Entrenchment provisions in the articles of AOA of a public company.

Section 12(5)

Registered office of company

For changing registered office outside the local limits of any city, town or village where such office is situated.

Section 13(1)

Alteration of MOA

For alteration of provisions of memorandum.

Section 13(8)

Alteration of object

To change object for which the money was raised from the public and still has any unutilised amount shall require passing special resolution.

Section 14

Alteration AOA

Alteration of articles for conversion of a private company into public company or vice versa.

Section 27(1)

Variation in terms of contract or objects in prospectus

Variation in the terms of contract referred to in the prospectus or object for which the prospectus was issued.

Section 41

Issue of Global Depository Receipts (GDR)

To issue Global Depository Receipts (GDR) in any foreign country.

Section 42

Private Placement

For making offer or invitation for subscribing securities through private placement needs shareholders approval through special resolution.

Section 48(1)

Variation of Shareholders Rights

Variation of shareholders rights attached to the shares of any class.

Section 54

Issue of sweat equity shares

Issue of sweat equity shares of a class of shares already issued.

Section 62(1)(b)

Issue of further shares

Issue of further shares to employees under a scheme of employee's stock option.

Section 62(1)(C)

Issue of further shares

Issue of further shares to any person whether or not those persons include the existing members or employees for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report.

Section 62(3)

Issue of further shares

For approving the terms of issue of debentures or loan containing an option to convert such debentures or loans into shares.

Section 66

Reduction of share capital

For reduction of share capital of the company.

Section 67(3)(b)

Restriction on purchase by company or giving of loans by it for purchase of its shares

Special resolution required for approving any scheme for the purchase of, or subscription for, fully paid-up shares in company or its holding company, if the purchase of, or the subscription for the shares held by trustees for the benefit of the employees or such shares held by the employee of the company. 

Section 68

Power of company to purchase its own shares

For authorizing company to purchase its own shares.

Section 71


Issue of debentures with an option to convert whole or part of the debentures into shares at the time of the total number of members reside.

Section 94

Place of keeping and inspection of registers, return

To keep registers, return and other records at any other place than the registered office, where more than 1/10 of the total number of members reside.

Section 140

Removal, resignation of auditor and giving of special resolution

Removal of the auditor before expiry of his term require special resolution.

Section 149(1)

Board of Directors

For appointing more than 15 directors by company.

Section 149(10)

Board of Directors

Reappointment of Independent director after expiry of his term.

Section 165(2)

Number of directorships

For specifying any lesser number of companies in which director of the company may act as director.

Section 180

Restriction on powers of board

Board's powers as mentioned in section 180(1) can only be exercised with the consent of the company.

Section 185

Loans to directors

For approving a scheme pursuant to which any loan may be given to a managing or whole-time director.

Section 186

Loans and Investment by Company

In case of giving of any loan or guarantee or providing any security or the acquisition in excess of 60% of its paid-up share capital, free reserves and security premium account or 100% of its fees reserves and security premium account, whichever is more, shall be approved by special resolution.

Section 196

Appointment of managing director, whole time director or manager

For appointing any person as a managing director, whole time director or manager who has attained the age of 70 years.

Section 197(4)

Overall maximum managerial remuneration in case of absences of profits or inadequacy of profits

For approving the managerial remuneration payable to directors of the company including managing director or whole-time director or manager.

Section 210

Investigation into affairs of company

In case affairs of the company are to be investigated upon any intimation.

Section 212

Investigation into affairs of company by serious Fraud Investigation officer

In case affairs of the company are to be investigated by the serious Fraud Investigation officer upon any intimation.

Section 248

Power of registrar to remove name of company from registrar of company

For applying with registrar for removing the name of company from the registrar of companies.

Section 271

Circumstance in which company may be wound up by tribunal

For winding up of the company by tribunal.

Section 371

Effect of registration under this Part

In case required to adopt table F in schedule I


The author can also be reached at csneharedekar@gmail.com

Disclaimer: Please note that the above article is based on the interpretation of related laws, which may differ from person to person and is not legal advice.

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Published by

Neha Rajan Redekar
(Company Secretary and Compliance Officer)
Category Corporate Law   Report

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