A special resolution requires that the notice specifying the intention to propose it has been duly given, and that the votes cast in favour are not less than three times the votes cast against. The resolution as passed must be word for word the resolution set out in the notice. Most special resolutions must be filed with the Registrar within the period prescribed.
Special Resolution of the Members
[COMPANY NAME]
A special resolution requires that the notice specifying the intention to propose it has been duly given, and that the votes cast in favour are not less than three times the votes cast against. The resolution as passed must be word for word the resolution set out in the notice. Most special resolutions must be filed with the Registrar within the period prescribed.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], CIN [CIN] |
| Registered office | [ADDRESS] |
| Meeting | [Annual General Meeting / Extraordinary General Meeting] |
| Day, date and time | [DAY], [DATE] at [TIME] |
| Venue | [ADDRESS] [/ held through video conferencing, the deemed venue being the registered office] |
| Notice dated | [DATE], despatched on [DATE] |
| Chairperson of the meeting | [NAME] |
| Subject of the resolution | [DESCRIBE IN ONE LINE] |
| Filing required | [YES — to be filed with the Registrar in the prescribed form within the period prescribed / NO] |
Attendance and Voting
| Particular | Number | Shares held | % of total voting rights |
|---|---|---|---|
| Total members entitled to vote | [NUMBER] | [NUMBER] | 100.00% |
| Members present in person | [NUMBER] | [NUMBER] | [%] |
| Members present by proxy | [NUMBER] | [NUMBER] | [%] |
| Members present by authorised representative | [NUMBER] | [NUMBER] | [%] |
| Total present — quorum | [NUMBER] | [NUMBER] | [%] |
| Votes cast in favour | [NUMBER] | [NUMBER] | [%] |
| Votes cast against | [NUMBER] | [NUMBER] | [%] |
| Abstentions | [NUMBER] | [NUMBER] | [%] |
| Ratio of votes for to votes against | [X] : 1 | ||
| Result | [Carried as a Special Resolution / Not carried] |
The Resolution
The Chairperson placed the following resolution before the meeting. The Chairperson confirmed that the notice specifying the intention to propose the resolution as a special resolution had been duly given to all members, directors and auditors entitled to receive it, and that the explanatory statement setting out the material facts had been annexed to that notice.
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Three requirements must all be met: the notice must have specified the intention to propose the resolution as a special resolution, the notice must have been duly given, and the votes cast in favour must be not less than three times the votes cast against. Abstentions are not votes against. A resolution described as special in the minutes but proposed without the required notice is not a special resolution, whatever the voting margin.
The resolution passed must be identical to the text circulated with the notice. Members who chose not to attend did so on the basis of that text. A material amendment at the meeting invalidates the resolution, and a resolution amended and then filed with the Registrar in its amended form creates a discrepancy between the notice and the filing that is visible on the public record.
Amendment of the memorandum or articles, change of name, change of registered office from one State to another, alteration of the objects, issue of securities on a preferential basis or by private placement, issue of sweat equity, buy-back within the prescribed limits, reduction of capital, borrowing beyond the prescribed threshold, giving loans or guarantees beyond the prescribed limits, voluntary winding up, and conversion of a private company into a public company or the reverse, among others. Confirm the requirement for the specific matter before drafting — an ordinary resolution where a special resolution was needed is not curable by a later filing.
Most special resolutions must be filed with the Registrar in the prescribed form within the period prescribed, together with the notice and the explanatory statement. Where the resolution authorises something — an allotment, an amendment to the articles, a borrowing — the underlying action is vulnerable until the filing is made. Late filing attracts additional fees; non-filing is discovered in the next diligence and delays it.
It must be annexed to the notice, not produced afterwards, and it must set out all material facts and the interest of every director, key managerial person and their relatives. Where the resolution concerns an issue of securities or an appointment, additional specific particulars are required. A resolution supported by a thin or generic explanatory statement is open to challenge on the ground that members were not properly informed.
A show of hands counts members, not shares, which is rarely what the parties intend where shareholdings are unequal. A poll counts votes by shareholding and may be demanded by members holding the prescribed proportion. Where the Company is required to provide electronic voting, voting at the meeting must be conducted consistently with it and a scrutineer’s report is required. Decide the voting method before the meeting, not during it.
Where a poll or electronic voting is used, the scrutineer’s report is the evidence of the result and should be retained with the minutes and, where required, filed. The attendance register, proxy forms and poll papers should be retained for the period prescribed.
Certain items may or must be transacted by postal ballot rather than at a meeting, and the procedure differs — notice, the period during which the ballot remains open, the scrutineer, and the declaration of the result. Where postal ballot is used, this template is not the right form; use the postal ballot procedure and its own documentation.
A special resolution authorises the Board to act; it does not itself effect the change. An amendment to the articles takes effect on filing, an allotment on the Board allotting and entering the allottee in the register, a change of name on the fresh certificate of incorporation. Items 9 to 12 of the checklist exist because companies routinely pass the resolution and stop.
Some matters require approval from a regulator or a court or tribunal in addition to the members. A resolution acted on before that approval is obtained is ineffective. Item 12 of the checklist is deliberately last and should be checked first.
Reflects Indian law current as of {{DATE OF USE}}. The list of matters requiring a special resolution, the applicable forms, and the filing periods all change — confirm the position for the specific matter with a company secretary before issuing the notice.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.