Companies are required to pass special resolution in various matters. Special resolution should be passed either under the Companies Act, 1956 or if duly authorized by the Articles of Association of the company. The provisions relating to passing special resolution are provided below: PROCEDURES Convene a General Meeting – To propose a resolution as special resolution call a general meeting or otherwise intimate the same to members complying with all requirements of notice for General Meeting. Send notice – Notice should be sent to all members at least 21days before constituting the General Meeting. Along with the notice an Explanatory Statement should be sent to members. Pass the Resolution – In meeting for a resolution to be “special resolution” votes cast in favour of resolution whether by raising hands or on poll by members, or proxies where allowed, by proxy are not less than three times the number of votes cast against the resolution. For shares listed in STOCK EXCHANGE –

• Send three copies of notice
• A copy of proceedings of General Meetings should be forwarded

Forms to be filed with ROC – File with the ROC a copy of special resolution along with the explanatory statement duly certified by the signature of concerned officer in e-Form 23 in 30 days after passing or payment of requisite fees. Documents / Signatures to be attached

• A copy of special resolution and explanatory statement as attachments along with the requisite e-Form should be filed electronically.
• All e-Form should be digitally signed by the Managing Director or Manager or Secretary of the Company.
• The e- Form should be duly certified by a Chartered Accountant or a Cost accountant in whole time practice by digitally signing it.

MATTERS REQUIRING SPECIAL RESOLUTION

• Alteration of Memorandum
• Change of registered office or Object clause
• Change of name of the Company
• Alteration of Articles
• Issue of further shares without pre –emptive rights
• Creation of Reserve Capital
• Reduction of share capital
• Removal of registered office outside the local limits
• Commencement of new business
• Keeping Register of members at a place other than registered office.
• Payment of interest out of capital.
• Investigation of affairs of the company
• Authorizing a director to hold an office or place of profit
• Making the liability of any director or manger unlimited where so authorized by the articles
• Loans to other bodies corporate.
• Winding up by the Court
• Voluntary winding up
• Authorizing Liquidator to accept shares etc.
• Approval of arrangement with creditors.
• Exercise of certain powers by liquidator in voluntary winding up.
• Disposal of books and papers upon winding up.

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