Distinguish Between · Q6
Q.Distinguish between an Ordinary Resolution and a Special Resolution.
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Start your 14-day free trial to unlock the full solution →Section 114 of the Companies Act, 2013 defines the two resolution types passed by members at a general meeting:
| Basis | Ordinary Resolution | Special Resolution |
|---|---|---|
| Majority required | Votes cast in favour exceed votes cast against (simple majority) | Votes cast in favour must be at least three times the votes cast against (broadly, a 75% majority) |
| Notice requirement | No need to state in the notice that it is an ordinary resolution | The notice must specifically state that the resolution is intended to be proposed as a special resolution |
| Typical use | Routine business — adopting annual accounts, declaring dividend, appointing directors/auditors in the ordinary course | Significant/structural business — altering the Memorandum or Articles, changing the company's name, reducing share capital, or other matters the Act specifically requires to be passed as a special resolution |
| Governing provision | Section 114(1) | Section 114(2) |
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