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What is Resolution?

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The “resolution” is a plan sent to the meeting for discussion and approval. If the motion is approved by
the members present at the meeting unanimously, it is referred to as a resolution. Three forms of
resolutions are available: ordinary resolution, special resolution and unanimous resolution. There is no
concept of special resolution in board meetings and very few unanimous resolutions are also required.
However, all three are covered in the case of general meetings.

How are Directors appointed at the time of

Company incorporation?
An ordinary resolution applies to a resolution adopted by a simple majority of members of the
organization.

A special resolution, but on the other hand, is the agreement, approved by a three-fourth majority of the
business members.

ORDINARY RESOLUTION
An ordinary resolution is a resolution where the votes cast “for” exceed the votes cast “against” it. This
is a resolution affirmed by more than half the motion, present or delegate at the general assembly,
confirmed that they had attended. The vote casting, in favour of the resolution, should be passed by one
of the following modes, i.e. hand display, polling or electronically.

The member shall be properly informed of the convocation of the conference. In fact, participants who
are not present will not be taken into account. In general, an ordinary decision must be taken for AGM
(Annual General Meeting) to run ordinary business. Popular enterprise consists of the following:

Adoption of final accounts.

Declaration of the dividend.
Retirement and appointment of Directors.
Retirement and appointment of Auditors and fixing their remuneration.

SPECIAL RESOLUTION
Special Resolution (SR) is a Resolution that needs three times as many votes cast in support of the
proposal as votes cast against it. A minimum of 75% of members should demonstrate a strong favour
for the motion. Many stuff can only be achieved by the organization if a special resolution is approved
at the well-established general meeting. The members should be duly notified to the general meeting
and the communication should contain the intention of making a resolution as SR specially mentioned.

DIFFERENCE BETWEEN ORDINARY AND SPECIAL

RESOLUTION
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BASIS OF
COMPARISON ORDINARY RESOLUTION SPECIAL RESOLUTION

If a majority vote is required in the general Whether a super-majority vote is

Meaning meeting to put forward the proposal, it is required at the general meeting, it is
considered an ordinary resolution. referred to as a special resolution.

A minimum of 75% of members

Consent of A minimum of 51% of members should
should demonstrate a strong favor for
members demonstrate a strong favor for the motion.
the motion.

Registration Filing a copy for “OR” with ROC (only

Filing a copy of “SR” with ROC.
with ROC certain cases).

Business Either the ordinary business or a special

Only a special business.
transacted business- depends on the need of the Act.

CONCLUSION:
Meetings are conducted in an organization to make decisions by voting on specific proposals sent to
the meeting. An ordinary resolution is necessary to deal with business, Ordinary Resolution is sufficient
to transact the business, apart from the ordinary business are Change of company’s name, at the
direction of ROC, when the name registered previously is incorrect or wrong or Rectification of
company’s name as directed by Central Government, remuneration of cost accountant.

Matters which require Special Resolution are the issue of sweat equity shares, alteration in the
provisions of the memorandum of association, alteration of articles of association, buy back of shares
or securities, variation in the objects of the prospectus, shifting of registered office of the company and
so on.

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CS DEEPA SHARMA (HTTPS://WWW.COMPANYSUGGESTION.COM/AUTHOR/CS-DEEPA/)

Author is a associate member of the Institute of Company Secretaries of India (ICSI) and apart
from that she holds LLB degree and Master in Commerce degree from Rajasthan University. She
is having over 5 years of experience as a Practicing Company Secretary. She is well versed with
all the matters related to Company Law and ROC matters, RERA , statutory reporting, Compliance
Report and Corporate Governance. She is having good exposure in maintaining secretarial
records as prescribed under Companies Act, 2013.

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