Difference between Ordinary Resolution and Special Resolution
Difference between Ordinary Resolution and Special Resolution

Difference between Ordinary Resolution and Special Resolution

In an organization, the things of business to be executed at a GM (General Meeting) are introduced as motions. The term “motion” alludes to a proposal that put forward, for dialog and reception at the meeting. On the off chance that the motion is endorsed collectively, by the members at meeting, it is known as resolution. There are two sorts of resolution that includes Ordinary Resolution and Special Resolution.

Ordinary Resolution

In business or business law in certain custom-based law jurisdiction, ordinary resolution is a determination went by the shareholders of an organization by a straightforward or exposed larger part (for instance more than half of the vote) either at a met meeting of shareholders or by pass a resolution for their signatures.

Special Resolution

In business law or business, a special resolution or extraordinary resolution is actually a resolution went by the shareholders of an organization by a more prominent larger part than is required to accept an ordinary resolution. The exact figures change in various nations, however usually an extraordinary determination must be asserted by at least 75% of individuals’ casting votes.

Ordinary Resolution VS Special Resolution

In this article we are going to discuss various contrasts regarding ordinary resolution and special resolution so that it will become easy to understand these terms and their contrasts.

  • Definition:

At the point when at the general meeting, straightforward greater part is required to pass the resolution so it is known as Ordinary Resolution.

When at the general meeting of an organization or company, super greater part is needed to move the resolution so this resolution is called as Special Resolution.

  • Assent of members:

In ordinary resolution, not less than 51% members ought to be supportive of the motion.

In special resolution, at minimum 75% members ought to be agreeable to the movement.

  • Copy to ROC:

In ordinary resolution, one copy of the resolution, marked by the officer of the organization ought to be recorded to the registrar just in some cases but not to registrar of companies (ROC).

As against ordinary resolution, a printed or manually written copy of special resolution, enclosing the mark of the officer of the organization must be recorded to the Registrar of Companies (ROC) inside 30 days.

  • Business:

The ordinary resolution went to execute ordinary business or special business but conditional on the prerequisites of companies act.

Be that as it may, special resolution went to execute special business according to the prerequisites of the Companies Act.

  • Matters:

Matters that want the ordinary resolution are change of organization’s name, when the name enrolled beforehand is off base or wrong or Rectification of organization’s name as coordinated by Central Government, compensation of cost bookkeeper.

Matters which need Special Resolution are the change in the provision of memorandum of association, issues of equity shares, adjustment of articles of association, purchase back of securities or shares, variety in the objects of prospectus, moving of enlisted office of the organization etc.

  • Purpose:

Ordinary resolutions are used for making some business decisions including the removal of director or related to appointment of any officer.

On the other hand special resolutions are used for great decisions like altering the constitution of any company etc.


From the above article we can conclude that resolution totally depends on matter, if matters require ordinary resolution then it needs minimum 51% votes and if matters needed special resolution then it requires minimum 75% of votes to pass.