Distinguish between an ordinary resolution and a special resolution.

Question

Accepted Answer

Both are ways of expressing the formal decision of a general meeting, but they differ in the majority required and the kind of business each is used for, as laid down in **Section 114** of the Companies Act, 2013.

| Basis | Ordinary Resolution | Special Resolution |
|---|---|---|
| **Majority required** | Votes cast in favour are more than votes cast against (simple majority) | Votes cast in favour are not less than three times the votes cast against |
| **Notice** | No need to state in advance that it will be an ordinary resolution | Notice must specifically state the intention to propose it as a special resolution |
| **Typical business** | Adoption of annual accounts, declaration of dividend, appointment/reappointment of directors and auditors | Alteration of Memorandum/Articles, shifting registered office out of the city, reduction of share capital, buy-back of shares, issue of shares otherwise than on rights basis |
| **Filing with Registrar** | Generally not required to be filed merely because it is an ordinary resolution | Must be filed with the Registrar in Form MGT-14 within 30 days, under Section 117 | …

Q.Distinguish between an ordinary resolution and a special resolution.

Concept understanding — Resolutions under the Companies Act, 2013

Basis	Ordinary Resolution	Special Resolution
Majority required	Votes cast in favour are more than votes cast against (simple majority)	Votes cast in favour are not less than three times the votes cast against
Notice	No need to state in advance that it will be an ordinary resolution	Notice must specifically state the intention to propose it as a special resolution
Typical business	Adoption of annual accounts, declaration of dividend, appointment/reappointment of directors and auditors	Alteration of Memorandum/Articles, shifting registered office out of the city, reduction of share capital, buy-back of shares, issue of shares otherwise than on rights basis
Filing with Registrar	Generally not required to be filed merely because it is an ordinary resolution	Must be filed with the Registrar in Form MGT-14 within 30 days, under Section 117

Q.Distinguish between an ordinary resolution and a special resolution.

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