Companies Act, 1963


141.—(1) A resolution shall be a special resolution when it has been passed by not less than three-fourths of the votes cast by such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which not less than 21 days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given.

(2) A resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days' notice has been given if it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety per cent. in nominal value of the shares giving that right or, in the case of a company not having a share capital, together representing not less than ninety per cent. of the total voting rights at that meeting of all the members.

(3) At any meeting at which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(4) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by this Act or the articles.

(5) The terms of any resolution (whether special or otherwise) before a general meeting may be amended by ordinary resolution moved at the meeting provided that the terms of the resolution as amended will still be such that adequate notice of the intention to pass the same can be deemed to have been given.

(6) Any reference to an extraordinary resolution contained in any statute which was passed or document which existed before the operative date shall, in relation to a resolution passed or to be passed on or after the operative date, be deemed to be a reference to a special resolution.

(7) Where before the operative date a meeting has been convened for the purpose of passing an extraordinary resolution as defined in the Companies Acts, 1908 to 1959, and at that meeting that resolution has after the operative date been passed in the manner required by those Acts for the passing of an extraordinary resolution and such resolution would under the Companies Acts, 1908 to 1959, have been effective for its purpose, such resolution shall be as effective as if it had been a special resolution.

(8) (a) Notwithstanding anything to the contrary in this Act, in any case in which a company is so authorised by its articles, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of this Act.

(b) Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date.

(c) This subsection does not apply to a resolution for any of the purposes of section 160 or 182.