Ordinary vs Special Resolution
An ordinary resolution needs a simple majority of votes cast at a general meeting, while a special resolution needs not less than three-fourths of the votes cast in favour, under Section 114 of the Companies Act, 2013 — and matters like altering the MOA/AOA, private placement, or a buy-back of securities specifically require a special resolution.
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The voting threshold difference
Under Section 114 of the Companies Act, 2013, an ordinary resolution is passed if the votes cast in favour exceed the votes cast against — a simple majority. A special resolution requires a materially higher bar: the votes cast in favour must be not less than three times the votes cast against, meaning at least three-fourths of the total votes cast need to support it. Both are passed by shareholders at a general meeting (an AGM or an EGM), not by the Board — this is distinct from a board resolution, which the directors alone can pass at a board meeting for matters within their own powers.
The notice convening a general meeting must specify which resolutions are proposed as special resolutions, since shareholders need advance knowledge of the higher threshold and the specific matter requiring it — a special resolution can't be sprung on shareholders as an ordinary item partway through a meeting.
Which matters require a special resolution
Common matters requiring shareholder approval by special resolution include altering the Memorandum of Association's object clause or the Articles of Association, changing the company's registered name, private placement or preferential allotment of securities under Section 42, and buy-back of the company's own securities under Section 68. Many of these begin as a board resolution — the Board first approves the proposal and recommends it — before going to shareholders for the special resolution that actually authorises the company to act.
This tool's templates for these matters flag a 'Special resolution required' badge wherever the Board-level draft it produces is only the recommending step, so it's clear the matter still needs to go before shareholders before the company can act on it.
Frequently asked questions
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
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Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.