Incorporation of company and matters incidental thereto read with the companies (incorporation) rules, 2014. The matters requiring special resolution under incorporation rules 2014.
Section 3-Formation of company
Under section 8 a private limited company is registered this act and having paid up share capital may convert into One Person Company.
Special resolution is need for changing articles of association of a public limited company for providing that specified clauses can be changed only if provisions restrictive than those applicable in case of special resolutions are met.
Section 8 – company registration
Special resolution shall be passed if a company is formed under section 8 proposes to convert into any kinds of company.
Section 12 registered office of company
Special resolution is required for shifting the registered office outside the local limits of any city, town or village.
Section 13- Alteration of memorandum
Special resolution is required by the company for changing the Memorandum of Association, subject to other conditions as provided therein. Special resolution is also necessary for changing its object section, if a company has increased money from public through prospectus for such object and any amount of such issued capital is still unutilized.
Section 14 – Alteration of articles
Special resolution is required for changing the articles of association.
Prospectus and allotment of securities read with the companies (prospectus and allotment of securities) rules 2014
Section 27-variation in terms of contract or objects in prospectus
Special resolution is needed for changing the terms of contract referred to in or objects for which prospectus is provided at any time by the company.
Section 41- Global Depository Receipt
Special resolution is required for issuing global depository receipt by the company, subject to other conditions.
Section 42 – Matters requiring
Special resolution is need to be passed by the company before making any offer securities. It’s enough, if the company registration proceeds a last particular statement for all the invitation or offers for such debentures during the year.
Share Capital and Debentures read with the companies (share capital and debenture) rules, 2014
Section 54 – Issue of sweat equity shares
Special resolution is required for providing the sweat equity shares, subject to other conditions.
A company other than a listed company, which is not need to follow with the SEBI on sweat equity. It shall not provide under sweat equity shares to its employees or directors at a discount or for reviews other than cash, for their providing know-how or creating available rights in the value additions or nature of intellectual property rights.
Section 55- Issue and redemption of preference share
For providing preference shares authorization of shareholders is necessary by passing a special declaration.
Section 62- further issue of share capital
Special resolution is need to provide the shares to persons other than the employees or existing shareholders by the company having share capital, subject to other conditions.
A company or a listed company is not need to follow with SEBI. It shall not offer shares to its employees under a scheme of employees.
Stock option unless the issue has been approved by the company shareholders. The company may be special resolution differ the period of employees stock option scheme not yet practiced by the employees.
Section 67, restrictions on purchase by company The company shall not create a term of money for the purchase of its own shares by trustee or by employees for the advantage of employees unless it is confirmed by the members by passing statements in their meeting.
Section 68 – power of company to purchase its own securities
Special resolution is need for providing debentures which are either partly or totally convertible into shares at the time of redemption.
Acceptance of deposits by companies read with the companies
Section 76 – Acceptance of deposits from public by certain companies
Qualified company shall before accepting any deposit from person other than its members shall obtain the prior consent of the company in general meeting by means of a special resolution. Management and administration read with the companies
Section 94- inspection of registers, place of keeping and returns, etc.
Special resolution is necessary for keeping the registers and the annual return at any place other than the registered office. Audit and auditors read with the companies
Section 139- appointment of auditors
Special resolution is necessary to select any auditor other than the retiring auditor or offering that the retiring auditor shall not be re-appointed.
Section 140- resignation, removal of auditor and providing of special notice ‘
Special resolution is essential for removal of auditor from his office before the expiry of his period. Appointment and qualifications of directors read with the companies
Section 149- company to include board of directors
Special resolution is mandatory by the company for appointing more than 15 directors. The special resolution is also need for reappointing the particular director.
Section 165- number of directorships
Special resolution is necessary for specifying minimum number of companies in which the company’s directors may act as director. Meetings of board and its power read with the companies (meetings of board and its powers) rule 2014
Section 180-restrictions on powers of board
Special resolution is need to sell, lease or otherwise discard of the total effort of the company.
Section 185- loan to directors, etc
Special resolution is essential to allow managing and whole-time director to aid loan from the company or help guarantee or any security in connection with any loan taken by them. The registration may be placed to taking loan to directors and their members.
Section 186- loan and investment by company
Special resolution is mandatory for allowing any loan or offering any security or guarantee in connection with any loan o`r creating any investment by way of subscription, purchase or otherwise for an amount exceeding the prescribed limit.
Section 188- related party transactions
Special resolution is necessary for registering into any particular contract or arrangement with the related party, in case of companies having specified paid up capital or the amount of the transaction to be entered exceeds the required amount.
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