Shareholder Special Resolution Template for India

A Shareholder Special Resolution is a crucial corporate governance document required under Indian law for making significant company decisions that go beyond ordinary business matters. This document type is mandated by the Companies Act, 2013, when companies need to undertake major corporate actions such as altering their constitutional documents, changing their name or registered office, or reducing share capital. The resolution must be passed by a supermajority of 75% of shareholders voting in favor, distinguishing it from ordinary resolutions which require only a simple majority. It requires proper notice, specific formatting, and must be filed with the Registrar of Companies within 30 days of being passed. The document includes details of the meeting, the resolution text, voting results, and necessary certifications, making it a key instrument for maintaining corporate compliance and transparency.

1. Company Details: Full legal name of the company, CIN number, and registered office address

2. Meeting Details: Type of meeting (AGM/EGM), date, time, and venue/mode of meeting

3. Notice Reference: Reference to the notice of the meeting dated [date] where the resolution was proposed

4. Resolution Title: Clear title indicating the subject matter of the special resolution

5. Resolution Text: The main body of the resolution starting with 'RESOLVED THAT' in capital letters, clearly stating what is being approved or authorized

6. Special Resolution Declaration: Statement declaring that the resolution was passed as a Special Resolution with the requisite majority

7. Certification: Chairman's or Company Secretary's certification of the resolution being true and accurate