(c) the votes cast in favor of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
In simple words, A special resolution is a resolution where the intention to propose the resolution as special resolution is specified and at-least 3/4th votes required for passing the resolution.
Special resolutions are required for important decisions, such as for altering the terms of the articles of association or the memorandum of association, or making some other major or fundamental changes in an organization.
Given below is the list of actions for which special resolution is required to be adopted :-
| S.No. | Actions | Description |
| 1. | For Entrenchment | The provisions for entrenchment u/s 5(3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by a special resolution in case of a public company. |
| 2. | For changing registered office | For changing registered office of the company in accordance with Section 12(5), special resolution is required. |
| 3. | For altering MOA | Save as provided in section 61, a company may, by a special resolution, alter the provisions of its memorandum. |
| 4. | For changing Objects for which money was raised through prospectus | A company, which has raised money from public through prospectus and still has any un-utilized amount out of the money so raised, shall require to pass a special resolution to change its objects for which it raised the money through prospectus. |
| 5. | For altering AOA | Subject to the conditions contained in its memorandum a company may, by a special resolution, alter its articles including alterations having the effect of conversion of— |
(a) a private company into a public company; or
· to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings;
· to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation;
· to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business;
(a) pay any class of creditors in full;
(b) make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, against the company,