Special resolution

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Querist : Anonymous

Querist : Anonymous (Querist)

07 October 2010 what is the requisite number of members to pass a special resolution?

Ankur Garg

Ankur Garg (Expert)

08 October 2010 You are requested to elaborate your query in order to enable us suggest something.

Thanks

Aashok Kumar Sharma

Aashok Kumar Sharma

(Expert)

25 July 2025 The **requisite number of members to pass a Special Resolution** under the **Companies Act, 2013** (India) is:

* **At least 75% of the votes cast** by the members entitled to vote on the resolution, whether in a general meeting or by postal ballot.

### Key points:

* The resolution must be passed by a **majority of not less than three-fourths** (i.e., 75%) of the members voting (either in person or by proxy).
* This applies when the resolution is put to vote in a **General Meeting** or by **Postal Ballot**.
* The notice of the meeting should clearly state that a special resolution is being proposed.

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### Summary:

| Type of Resolution | Voting Requirement |
| ---------------------- | ------------------------------ |
| Ordinary Resolution | Majority of >50% of votes cast |
| **Special Resolution** | Majority of ≥75% of votes cast |

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If you want, I can also share the procedure for passing a special resolution or examples of matters requiring a special resolution. Would you like that?

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