Company Law Matters Requiring Sanction of Shareholders by Special Resolution








Section Description of the matter
17(1)/(2)& 17(A) To alter the provisions of the memorandum, with respect to the place of registered office of a company from one state to another (subject to confirmation by CG) or its objects and change of registered office within a state but to the jurisdiction of another registrar (subject to confirmation from regional director).
21 To change the name of the company, subject to approval of the Central Government.
25(3) To omit the word ‘Limited’ or the words ‘Private Limited’.
31(1) To alter the articles of association of a company.
77A To buyback own shares except where it is of less than 10% of its paid-up capital and free reserves and is authorised by a Board resolution.
79A Issue of sweat equity shares.
81(1A) To offer further shares to any person (whether or not those persons include members).
81(3)(b) To approve the term providing for an option to convert the debentures or loans containing such term, into shares of the co., other than those issued to, or obtained from the Government or any specified institution, so as to exempt the increase in the capital of the company, by the exercise of such option, from the operation of the section.
99 To determine that any portion of the share capital shall not be called up except in the event of winding up.
100 To reduce the share capital, subject to confirmation by the Tribunal.
106 Alteration of rights of holders of special classes of shares.
146(2) To remove the registered office of a company outside the local limits of the city, town or village in which it is situated.
149(2A) To commence any business specified in ‘other objects’ by public company.
163(1) To keep registers, indexes, returns, copies of certificates and documents required to be annexed thereto at any other place within the city, town or village in which the registered office is situated.
208(2) To pay interest out of capital if not authorised by the articles, hereafter sanction of Central Government is to be obtained.
224A Appointment of Auditor for companies having not less than 25% of subscribed capital held by Government. cos., financial institutions, nationalised banks, etc.
237(a)(i) To have the affairs of a company investigated by inspectors appointed by the Central Government.
294AA(3)/ Appointment of sole selling agents by a company
(8) whose paid-up capital is Rs. 50 lakhs or more.
309(1) To determine the remuneration payable to a director, if the articles so require in the case of a public company or its subsidiary.
309(4) To authorise remuneration to a director who is neither in the wholetime employment of the company nor a Managing Director by way of commission.
314(1) For a director holding an office or place of profit or his specified associate holding an office or a place of profit carrying monthly remuneration of Rs. 10,000 or more under the co. or its subsidiary.
314(1B) For a director’s or manager’s relative, private companies etc. specified in the section to hold office or place of profit under the company at a monthly remuneration of Rs. 20,000 or more.
323(1) To alter the memorandum of a limited company so as to render unlimited the liability of its director, or manager, if so authorised by the articles.
372A To give loans or guarantees to other companies or make investment in shares of other companies (w.e.f. 31-10-1998).
433(a) To get the company wound up by the Tribunal.
484(1)(b) To have the company wound up voluntarily.
494(1) To authorise liquidator to accept shares etc. as consideration for sale of company’s property.
512(1)(a) For the exercise by the liquidator in a member’s winding up of powers specified in clauses (a) to (d) of sub-section (1) of S. 457.
517(1) For the arrangement between the co. and its creditors so as to bind the company and its members.
546(1)(b) Liquidator to exercise certain powers in voluntary winding up.
550(1)(b) To direct the disposal of books and papers after completion of winding up and when the company is about to be dissolved.
579(1) A company registered in pursuance of Part IX of the Companies Act to alter the form of its constitution by substituting memorandum and articles for a deed of settlement.
581-H Amendment of Memorandum of Producer Company.
581-I Amendment of Articles of Producer Company.
581-J(2) Option of Multi-State Co-operative Society to become Producer Company.
581-ZH Donations or subscription by Producer Company.
581-ZL(3) Investment in other company, formation of subsidiaries, etc. by Producer Company.
581-ZL(4) Investment in other company, formation of
Proviso subsidiaries, etc. by Producer Company.
581–ZL Disposal of investments in other companies by
(6) Producer Company.
Sch. XIII Appointment of a person as a Managing / Whole-time Director /Manager if such person is below 25 years but attained majority or is above 70 years in age
For paying remuneration in relation to companies having no profits as referred to in Part 2 of Sch. XIII, Section II, para (B), clause (iii) of proviso.
For paying remuneration in relation to companies having no profits as referred to in Part 2 of Sch. XIII, Section II, para (C), clause (iii) of proviso.

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June 2021