When a resolution is passed by simply a majority of the vote of the members, entitled to vote either in person or by proxy, it is called ordinary resolution.
Following are the cases where ordinary resolutions are necessary. These are-
01. Transaction of ordinary business of the company.
02. Fixation of any remuneration
03. Increase of paid up capital
04. Conversion of share into stock and vice versa.
05. Registration of unlimited company as limited.
06. Adjournment of a meeting.
07. Adapting of statutory report
08. Declaration of dividend
09. Issue of share at discount
10. Appointment of auditor
11. Issue of bonus share
12. Appointment of liquidator in case of voluntary winding up.
Ø Extra ordinary resolution: -
For the purpose of taking decision about important matter an extra ordinary resolution is required to passed. So, when a resolution is passed by a majority of not less than 3/4th of the members presents and entitle to vote at the general meeting of the company, it is called extra ordinary resolution.
Ø Following are the cases where extra ordinary resolutions are necessary. These are –
01. On voluntary winding up because of excess liability. sec-286(C)
02. To sanction certain acts of liquidator in case of voluntary winding up sec-308(1)a()
03. To sanction all arrangement between company and creditors
04. To dispose off documents on voluntary winding up.
Ø Special resolution.
A resolution shall be a special resolution when it has been passed by a majority of not less than 3/4th of the members presents and entitle to vote at the general meeting of the company either by person or by proxy, it is called special resolution. For passing a special resolution at least a twenty-one (21) days’ notice is required to be sent to the members of the company.
Ø Following are the cases where special resolutions are necessary. These are –
01. Alteration of articles of association
02. Alteration of memorandum of association
03. Reduction of share capital.
04. Creation of reserve capital.
05. On voluntary winding up sec-286(b).
06. To change the name of the company
07. To change provisions of object clause.
08. To sanction additional remuneration to a managing agent.
09. On court winding up
10. To appoint inspector to investigate company affairs.