Matters requiring sanction of Shareholders by Special Resolution as per Co Act, 2013

A resolution shall be a special resolution when— (a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution; (b) the notice required under Co Act 2013 has been duly given; and (c) the votes cast in favour of the resolution are not < 3 times the votes, if any, cast against the resolution, by members entitled to vote and voting.

Illustrative list of matters for which special resolution is required to be passed under the Co Act 2013. AoA of a Co may prescribe any additional matter/s for which special resolution should be passed.

Sr. No.	Section / Rule	Matter of Resolution
1.	5(4)	Amendment in the AoA for Entrenchment Provisions (i.e., specified provisions of the Articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution) by: A private company – if agreed to by all the members of the Co A public company – by a special resolution
2.	R. 7 of INC rules	Conversion of : Pvt. Co. into OPC, and OPC into Pvt. Co.
3.	8 (4)(ii), R. 21 of INC rules	Conversion of a S. 8 Co into a Co of any other kind
4.	12(5)	Change of Registered Office outside the local limits of any city, town or village where such office is situated
5.	13(1)	Alteration of MoA except Alteration of Auth. Sh Cap u/s. 64
6.	13(2)	Alteration of MoA – Change of name, not being deletion or addition of the word “Private”
7.	13(8)	Change of objects by a Co which has raised money from public through prospectus and still has any unutilised amount out of the money so raised
8.	14	Alteration of AoA including conversion of a Pvt. Co. into pub co and vice versa
9.	27	Change in objects for which prospectus was issued
10.	41	Issue of GDR in any foreign country
11.	42, R.14 (2)(a)	Offer or invitation for subscription of securities on private placement
12.	48	Variation of rights attached to the shares of any class With the consent in writing of the holders of NOT < ¾ of the issued shares of that class, or By means of a special resolution passed at a separate meeting of the holders of the issued shares of that class
13.	54	Issue of sweat equity shares
14.	55, R.9 (1)	Issue of redeemable preference shares
15.	62(1) (b)	Further Issue of Shares – to employees under ESOS
16.	62(1)(b), R.12(5)	Variation of terms of ESOS not yet exercised by employee
17.	62(1)(c)	Further issue of shares other than rights issue or ESOS
18.	62(3)	Issue of debentures/raising of loan convertible into shares
19.	66(1)	Reduction of share capital
20.	67(3)(b)	Approval of the scheme pursuant to which a Co can provide money for purchase of /subscription for fully paid-up shares in the Co / its Holding Co
21.	68	Power of a Co to purchase its own securities (i.e. Buyback) Buyback of shares > 10% of (Paid-up equity capital + free reserves of the Co)
22.	71	Issue Debentures convertible into shares, wholly or partly
23.	94(1) proviso & R.5 (2)	Register required to be kept and maintained u/s. 88 (i.e., Register of members, debenture holders, other security holders) and copies of annual return to be kept at any other place in India in which >¹/₁₀ of the total number of members entered in the register of members reside
24.	139(9)(c)	Appointing some other auditor at AGM in place of existing auditor (before the expiry of his/her/its term) or expressly providing that the existing auditor shall not be reappointed
25.	140(1)	Removal of Auditor (before the expiry of his/her/its term)
26.	149(1)	Appointment of > 15 directors
27.	149(10)	Reappointment of ID for 2nd term of 5 consecutive years
28.	165(2)	Lesser no. of companies in which a director of the Co may act as director (i.e. restriction on the no. of other directorships of a director of a Co)
29.	180	Restrictions on powers of the Board of a Co other than a Pvt. Co.
30.	185(1) proviso	³³Approve a scheme for giving any loan to a MD / WTD
31.	186(3)	Giving of loan or guarantee/providing of security/acquisition of securities beyond the prescribed limit: higher of the following: 60% of (paid-up share capital + free reserves + securities premium) or 100% of (free reserves + securities premium)
32.	196	Appointment of persons aged > 70 years as MD, WTD or manager
33.	197, Part II of Sec II of Sch V	Managerial Remuneration in excess of prescribed limits
34.	210(1)(b)	Investigation into affairs of the Co: Spl. resolutions passed by a Co that the affairs of the company ought to be investigated
35.	212(1)(b)	Investigation into affairs of the Co by SFIO: Spl resolutions passed by a Co that the affairs of the Co are required to be investigated
36.	248(2)	Application to RoC for removing the name of the Co from the register of Cos (i.e. striking off the name of the Co)
37.	371	In case of Partnership Firm, LLP, Co-op. Soc., Society, any other business entity registered as a Co under Ch XXI, Part I of Co Act 2013 “Table F in Schedule I shall not apply unless and except in so far as it is adopted by spl resolution”

33 As per Co Amend Act 2017: Additionally, advancing any loan, giving guarantee, providing security in connection with loan taken by any person in whom any director of the Co is interested possible if special resolution is passed – Came into force from 7 May 2018;