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 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;

b. Revoking of grants of rights;

c. Alteration of share capital;

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

e. Recommendations of members;

f. Appointment, resignation and removal of directors;

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

h. Loan scheme to Directors;

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;

b. Adoption, alteration & amendment of constitution;

c. Conversion from Sdn. to Sdn. Bhd.;

d. Conversion from Private to Public or Public to Private;

e. Variation of rights in the shares;

f. Capital Reduction: by Court or supported by Solvency Statement;

g. The Company is giving financial support to acquire of shares (non- Bursa);

h. Payment of interest through issuance of shares in paying expenses of the constructions;

i. Binding of recommendations;

j. Voluntary winding up;

k. Removal of auditor unless Court in ordering not to remove;

l. Conferring general authority to a liquidator;

m. Company is going to be wound up by the Court.

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