Special resolution: meaning, examples and filing
A special resolution needs votes in favour of at least three times the votes against under section 114. It is filed in Form MGT-14 within 30 days.
Short answer
A special resolution is a shareholders' resolution that passes only if the votes cast in favour are at least three times the votes cast against, under section 114(2) of the Companies Act, 2013. It is used for major decisions and must be filed with the ROC within 30 days.
- Voting test
- Votes for at least 3 times votes against
- Defined in
- Section 114(2), Companies Act 2013
- ROC filing
- Form MGT-14 within 30 days (section 117)
When a special resolution is required
The Companies Act reserves special resolutions for decisions that change the company's constitution or its capital structure, or that affect shareholders' rights. Common examples a startup will meet are listed below.
- Altering the articles (section 14) or the MoA (section 13)
- Changing the company's name
- Shifting the registered office outside the local limits of a city
- Private placement of securities (section 42)
- Issuing sweat equity shares or approving an ESOP scheme
- Reducing share capital or a buy-back above the board's limit
- Voluntary winding up
How it is passed and filed
The resolution can be passed at a general meeting by show of hands or poll, or by postal ballot or e-voting where applicable. Votes are counted as cast, so abstentions are ignored. The explanatory statement must disclose all material facts, including directors' interests.
Within 30 days, the company must file Form MGT-14 with a certified copy of the resolution and the explanatory statement. Late filing attracts additional fees, and some actions, such as a change of name, take effect only after the ROC approves the filing.
Why it matters for startups
Every priced funding round normally involves several special resolutions: approving the private placement, adopting restated articles and sometimes creating or expanding the ESOP pool. Because founders often hold well above 75% of votes in early rounds, passing them is easy, but missing the MGT-14 filing is a frequent compliance gap that surfaces in due diligence.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
What is the difference between a special and an ordinary resolution?
An ordinary resolution passes with a simple majority of votes cast. A special resolution needs votes in favour of at least three times the votes against.
Do private companies have to file special resolutions?
Yes. Special resolutions are filed in Form MGT-14 within 30 days by all companies.
Can the articles require a higher majority?
Yes. Articles can include entrenchment provisions that require a stricter process than a special resolution for specified matters.