Special Resolution
The following special resolutions must be files in Annexure B of the form:
- For companies registered under Section 8 for converting itself into a company of another kind or alteration of its MOA or AOA.
- Change of location of registered office in the same State, but outside the local limits of the city, town or village where it is currently situated.
- Change of registered office from the jurisdiction of one registrar to another in the same sate.
- Amendment of Articles of a private limited company for entrenchment of any provisions. This must be consented by all the members of a private company.
- Amendment of Articles of a public company for entrenchment of any Provisions.
- Modification in name of the company to be sanctioned by a special resolution.
- If a company has raised funds from the public through issue of a prospectus, and the money so raised remains unutilized, the company is not entitled to change the object for which the money was raised, except by passing a special resolution.
- A company is not authorized to modify the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except on the approval of the concerned authority.
- A company is entitled to pass a special resolution in its general meeting, issue depository receipts in any foreign country in the specified manner, in compliance with the pertinent conditions.
- If a shared capital of the company is classified into various classes of shares, the rights attached to the shares of any class may be modified with the written consent of the authorized shareholders; or through a special resolution passed at a meeting of the shareholders of the issued shares of that class.
- Private offer of companies needs the consent of the company by a special resolution.
- Issue of ‘Sweat Equity Shares”.
- Reduction of share capital.
- Special resolution for endorsing scheme for the purchase of fully-paid shares for the welfare of the employees.
- Buy back of shares.
- A company is authorized to issue debentures with an option of converting these debentures into shares, either wholly or partly during the stage of redemption; on the condition that the operation is sanctioned by a special resolution passed at the general meeting.
- Maintain registers at any other Indian locality.
- Re-appointment of Independent Director.
- The members of a company are empowered to specify any lesser number of companies in which the directors of the company may act as directors. The specification can only be done after the process of approval through a special resolution.
- To sell, lease or dispose the whole or the majority of the undertakings of the company.
- To invest the compensations received by the company due to any merger or amalgamation in trust securities.
- To borrow money, where the prospective borrowable amount, as well as the money previously borrowed by the company exceeds the aggregate of its paid-up share capital and free reserves, barring the temporary loans obtained from the company’s bankers in the normal course of business.
- To remit, or grant time for the repayment of any debt owed by the director.
- To approve scheme for providing loans to MD or WTD.
- Loan and investment by company which is above 60% of paid up share capital or 100% of free reserve,
- Recruitment of a person as Managerial Personnel, given that his/her age is above 70 years.
- Remuneration to managerial personnel on the event of insufficient profits.
- Special resolution for closure of the company by Tribunal
- Special resolution for closure of the company.
- Conversion of a private limited company into a One Person Company.
