Ordinary Resolutions vs Special Resolutions

Have your getting confuse when should be the time to write resolutions and how it should work?

1. What is Ordinary Resolution?

a. An ordinary resolution signed by a simple majority of the members;

b. Passed through who are present at meeting.

2. What is a Special Resolution?

a. A special resolution signed by 75% of majority of the members;

b. A notice not less than 21 days.

3. When the Company needs an Ordinary Resolution?

a. Shares Allotment: S 75 (1);

b. Revoking of grants of rights;

c. Alteration of share capital: S 84 (1)

d. Shares conversion from paid-up to stock and reconvert;

e. Recommendations of members;

f. Appointment, resignation and removal of directors S 202 (2), S 205 (2) ,S 205 (2) & S 206;

g. Acquisition and disposal of substantial portion of company’s undertaking of property;

h. Loan scheme to Directors S 224 (2) (d);

i. Authorization of loans making, guarantee and provision of security of the purpose of expenditure;

j. Payment for loss of office to the Directors & transactions;

k. Approval of Directors’ fees;

l. Appointment of Auditor, removal and remuneration;

m. Proxy as chairperson of a meeting of members;

n. Authorizing of instruments;

o. Voluntary arrangement in meeting of members;

p. Application to Court for judicial management;

q. Voluntary winding up if the company is solvent;

r. Removal of a member of the committee of inspection.

4. When the Company needs a Special Resolution?

a. Change of Company’s Name: S 28;

b. Adopting, alteration or amendment of a constitution: S 32;

c. Converting from unlimited to limited company for non Bursa: S 40;

d. Converting from public to private or from private to public: S 41;

e. Variation of rights at the shareholding: S 91 (2)(b);

f. Capital reduction, by court or through by Solvency Statement: S 115, S 116 (6) and S 117 (1);

g. Providing financial assistance for procurement of own shares or shareholding company: S 126 (2);

h. Payment interest out from capital in the expenses of construction works which will not be making profit for a long period: S 130 (2);

i. Voluntary winding up: S 439 (1);

j. Company being wound up by Court:  S 465 (1) (a);

k. Appointment of liquidator: S 457 (1).


Your business should happen?

A serious note to entrepreneurs in asking oneself; should my business happen? 1. The business’s cause? Questions: a. What are