What are the main differences between ordinary and special business?
Table of Contents
- 1 What are the main differences between ordinary and special business?
- 2 What is ordinary resolution?
- 3 What is ordinary resolution with special notice?
- 4 Do ordinary resolutions need to be filed?
- 5 Does special business require special resolution?
- 6 Who can pass a special resolution?
- 7 Do you need to file an ordinary resolution?
- 8 Can directors pass an ordinary resolution?
What are the main differences between ordinary and special business?
Key takeaways
| Ordinary resolution | Special resolution |
|---|---|
| Deals with ordinary or special business, as mentioned in company law requirements. | Deals with special business transactions. |
| The notice must be served. | The notice must be served and it should clearly indicate the intention to pass a special resolution. |
What is ordinary resolution?
Ordinary resolution is a resolution passed by simple majority of votes. As provided in sub-section (1) of section 114, a resolution shall be an ordinary resolution if notice of such resolution is duly given and the votes cast in favour of the resolution exceed the votes cast against the resolution, if any.
What is a special resolution used for?
What is a special resolution? Special resolutions – also known as ‘extraordinary resolutions’ – are needed for more important decisions or those decisions affecting the constitution of a company. These require at least 75\% of the shareholders or directors to agree – and in some situations as much as 95\%.
What is ordinary resolution with special notice?
Ordinary Resolutions An ordinary resolution is a resolution which requires over 50\% of the votes passed at a meeting of the members of the company of which 14 days notice has been duly given.
Do ordinary resolutions need to be filed?
While all special resolutions must be filed with the registrar of companies, comparatively few ordinary resolutions need to be filed with them. Only the following ordinary resolutions are required: Authorising directors to allot shares. Authorising a purchase of the company’s own shares.
What is the difference between special notice and special resolution?
Resolutions requiring special notice and special resolutions are different from each other. The former is a procedure preceding the presentation of resolution proposed by certain members for approval of members at general meeting while the latter is a type of resolution passed under section 114 of the Act.
Does special business require special resolution?
Ordinary Resolution passed to transact Ordinary business. However, a special business can be transacted via special resolution or ordinary resolution, as per the requirements of the Companies Act.
Who can pass a special resolution?
A resolution of members (or a class of members) of a company passed by: On a show of hands at a general meeting, a majority of not less than 75\% if it is passed by not less than 75\% of the votes cast by those entitled to vote (section 283(4), Companies Act 2006).
What is a special resolution example?
Examples of decisions passed by special resolution are: Amendments to memorandum and articles of association; Change in company name; Voluntary wind up of a company; and.
Do you need to file an ordinary resolution?
Can directors pass an ordinary resolution?
An ordinary resolution is passed if a simple majority (above 50\%) of the votes cast are in favour of the resolution. This type of resolution can be used by shareholders and directors for all day-to-day matters, such as: appointing and removing directors.