Special Resolution vs. Ordinary Resolution: Key Differences
1. Nature:
- Ordinary Resolution: Passed for regular business matters, requiring a simple majority (more than 50% of votes).
- Special Resolution: Passed for significant matters, requiring a higher majority (usually 75% or more of votes).
2. Majority Required:
- Ordinary Resolution: More than 50% of votes cast by shareholders present or represented.
- Special Resolution: Typically, 75% or more of votes cast by shareholders present or represented.
3. Notice Period:
- Ordinary Resolution: Minimum notice period is 21 days.
- Special Resolution: Minimum notice period is 21 days, but the nature of the resolution must be stated explicitly.
4. Types of Matters:
- Ordinary Resolution: Regular operational matters like the appointment of directors, declaration of dividends, etc.
- Special Resolution: Fundamental changes like alteration of the company's articles of association, change of company name, or winding up.
5. Threshold for Approval:
- Ordinary Resolution: Standard business decisions that don’t significantly impact the company's structure.
- Special Resolution: Decisions that have a profound impact on the company's constitution or structure.
6. Examples:
- Ordinary Resolution: Approving annual financial statements, appointing auditors, etc.
- Special Resolution: Changing the company's name, altering the articles of association, approving a scheme of arrangement.
7. Stringency:
- Ordinary Resolution: Less stringent; simpler to pass.
- Special Resolution: More stringent; requires a higher level of shareholder approval.
8. Filing Requirements:
- Ordinary Resolution: Filed with the Registrar of Companies (ROC) within 30 days.
- Special Resolution: Filed with the ROC within 30 days; also, additional regulatory approvals may be needed.
9. Use Cases:
- Ordinary Resolution: Routine decisions in the ordinary course of business.
- Special Resolution: Fundamental changes, restructuring, or decisions with long-term consequences.
10. Legal Implications:
- Ordinary Resolution: Standard legal implications, often straightforward.
- Special Resolution: Significant legal implications, often involving complex changes or restructuring.
11. Complexity:
- Ordinary Resolution: Generally simpler in terms of the decision-making process.
- Special Resolution: May involve complex issues and require more detailed consideration.
Understanding these differences helps companies ensure they follow the correct procedures for various types of decisions, promoting transparency and good governance.