Form 26 – Special Resolution – SECP

Filing of resolution.—(1) Every special resolution passed by a company shall, within fifteen days from the passing thereof, be filed with the registrar duly authenticated by a director or secretary of the company.

(2) Where articles have been registered, a copy of every special resolution for the time being in force shall be embodied in or annexed to every copy of the articles issued after the date of the resolution.

(3) A copy of every special resolution shall be forwarded to any member at his request on payment of such fee not exceeding the amount as the company may determine.

(4) Any contravention or default in complying with requirement of this section shall be an offence liable to a penalty of level 1 on the standard scale.

Special Resolution has been descried in Companies Act 2017,

“special resolution” means a resolution which has been passed by a majority of not less than three-fourths of such members of the company entitled to vote as are present in person or by proxy or vote through postal ballot at a general meeting of which not less than twenty-one days’ notice specifying the intention to propose the resolution as a special resolution has been duly given:

Provided that if all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days notice has been given.

When we required special resolution for performing any task. Here is the list of affairs in which required special resolution:

1. Change of Name by a Company
2. Change of Address to other province or Jurisdiction
3. Alteration of Memorandum
4. Alteration of Articles
5. Conversion of Public Company into Private Company and vice versa
6. Conversion status of private limited company to a single member company and vice versa
7. Conversion of status of unlimited company as limited company and vice-versa
8. Conversion of a company limited by guarantee to a company limited by shares and vice-versa
9. Issuance of Shares at a discount
10. Further issue of Capital ( Public Company Only )
11. Power of company to alter its share capital
12. Prohibition of purchase by company or giving of loans by it for purchase of its shares
13. Power of a company to purchase its own shares
14. Reduction of share capital
15. Special resolution of limited company making liability of directors unlimited.
16. Removal of chief executive
17. Investments in associated companies and undertaking.
18. Related party transactions
19. Removal of Auditor
20. Investigation of company’s affairs in other cases
21. Power of liquidator to accept shares as consideration for sale of property of company
22. Circumstances in which a company may be wound up by Court
23. Voluntary winding up of the company
24. Arrangement when binding on company and creditors
25. Liquidator to exercise certain powers subject to sanction
26. ALTERATION OF CAPITAL