Comprehensive List of Resolution Required to be file with Registrar of Companies By Geeta Saar


Sr.

No.

Section

Act/Rules

Approving

Authority

Type of

Resolution

Particulars

Requirement to

file MGT-14

Public

Limited

Private

Limited

1.

5 (4)

The Companies Act, 2013

Shareholders

Special

Resolution

To insert entrenchment provisions in the articles of association of a public

limited company.

Yes

Yes

2.

12(5)

The Companies Act, 2013

Shareholders

Special

Resolution

To shift the registered office outside the local limits of any city, town or

village where such office is situated.

Yes

Yes

3.

13 (1)

The Companies Act, 2013

Shareholders

Special

Resolution

To alter the provisions contained

in Memorandum of the company.

Yes

Yes

4.

13(8)

The Companies Act, 2013

Shareholders

Special

Resolution

To Change the objects for which the money has been raised from public

through prospectus and still has any unutilized amount out of the money so raised.

Yes

N/a

5.

14(1)(a)

The Companies Act, 2013

Shareholders

Special

Resolution

To alter the articles including alterations having the effect of

conversion of—

 

 

 

 

 

 

 

(a) a private company into a public company; or

N/a

Yes

6.

14(1)(b)

The Companies Act, 2013

Shareholders

Special

Resolution

To alter the articles including alterations having the effect of conversion

of—

Yes

N/a

 

 

 

 

 

(b) a public company into a private company

 

 

7.

27 (1)

The Companies Act, 2013

Shareholders

Special

Resolution

To vary the terms of contract referred to in the prospectus or objects for

which the prospectus was issued.

Yes

N/a


Sr.

No.

Section

Act/Rules

Approving

Authority

Type of

Resolution

Particulars

Requirement 

file MGT-14

Public

Limited

Private

Limited

8.

41

The Companies Act, 2013

Shareholders

Special

Resolution

To issue depository receipts in any foreign country.

Yes

N/a

9.

148 (1)

The Companies Act, 2013

Shareholders

Special

Resolution

To vary the rights attached to the shares of any class.

 

(Also refer sl. no. 63)

Yes

Yes

10.

54

The Companies Act, 2013

Shareholders

Special

Resolution

To issue sweat equity shares of a class of shares already issued.

Yes

Yes

11.

*62(1)(b)

The Companies Act, 2013

Shareholders

Special

Resolution

To increase subscribed capital by the issue of further shares to employees

under a scheme of employees’ stock option.

Yes

Yes

12.

62(1)(c)

The Companies Act, 2013

Shareholders

Special

Resolution

To increase subscribed capital by the issue of further shares to any person

if the price of such shares is determined by the valuation report of a registered valuer.

Yes

No

13.

62(3)

Proviso

The Companies Act, 2013

Shareholders

Special

Resolution

To approve terms and conditions of issue of optionally convertible

debentures or loan into shares.

Yes

Yes

14.

166

The Companies Act, 2013

Shareholders

Special

Resolution

To reduce the share capital subject to the approval of the Tribunal.

 

(Also refer sl. no. 62)

Yes

Yes

15.

67(3)(b)

The Companies Act, 2013

Shareholders

Special

Resolution

To approve any scheme for the purchase of fully paid up shares in the

company or its holding

company, if the purchase of the shares held by trustees for the benefit of the employees or such

shares held by the employee of the company.

Yes

2Yes


Sr.

No.

Section

Act/Rules

Approving

Authority

Type of

Resolution

Particulars

Requirement to

file MGT-14

Public

Limited

Private

Limited

16.

68(2)

The Companies Act, 2013

Shareholders

Special

Resolution

To authorise the company to purchase its own securities.

Yes

Yes

17.

71

The Companies Act, 2013

Shareholders

Special

Resolution

To issue optionally convertible debentures with an option to convert whole

or part of the debentures into Shares at the time of redemption.

Yes

Yes

18.

9 4 ( 1 )

Proviso

The Companies Act, 2013

Shareholders

Special

Resolution

To keep and maintain the registers and the copies of annual return

filed, at any other place than the registered office.

Yes

Yes

19.

140(1)

The Companies Act, 2013

Shareholders

Special

Resolution

To Remove the auditor before the expiry of his term after obtaining the

previous approval of the Central Government.

Yes

Yes

20

1 4 9 ( 1 )

Proviso

The Companies Act, 2013

Shareholders

Special

Resolution

To approve the appointment of more than fifteen directors.

Yes

Yes

21.

149(10)

The Companies Act, 2013

Shareholders

Special

Resolution

To re-appoint an independent director after expiry of a term of

five consecutive years.

Yes

N/a

22.

165(2)

The Companies Act, 2013

Shareholders

Special

Resolution

To specify any lesser number of companies in which director of the

company may act as director.

Yes

Yes

23.

180

The Companies Act, 2013

Shareholders

Special

Resolution

To exercise the powers mentioned under Section 180, by the Board

of directors with the prior consent of company.

Yes

N/a

24.

185

The Companies Act, 2013

Shareholders

Special

Resolution

To approve a scheme for loan to be given to a managing or whole

-time director.

Yes

2Yes

25.

186(3)

The Companies Act, 2013

Shareholders

Special

Resolution

To approve giving of loan or guarantee or providing any security or the

acquisition of shares exceeding 60% of paid up capital, free reserves and securities premium or 100% of its free reserves and securities premium, whichever is more.

Yes

Yes


Sr.

No.

Section

Act/Rules

Approving

Authority

Type of

Resolution

Particulars

Requirement to

file MGT-14

Public

Limited

Private

Limited

26.

188

The Companies Act, 2013

Shareholders

Ordinary

Resolution 4

To approve entering into related party contract or arrangement

requiring special resolution.

Yes

Yes

27.

196

The Companies Act, 2013

Shareholders

Special

Resolution

To appoint a person as Managing Director, Whole-Time Director or

Manager who has attained the age of 70 years.

Yes

Yes

28.

210

The Companies Act, 2013

Shareholders

Special

Resolution

To resolve that the affairs of the company should be investigated.

Yes

Yes

29.

212

The Companies Act, 2013

Shareholders

Special

Resolution

To resolve that the affairs of the company should be investigated

by the Serious Fraud Investigation Office.

Yes

Yes

30.

1248(2)

The Companies Act, 2013

Shareholders

Special

Resolution

To approve filing of application before the Registrar to strike off

the name of company from the register of companies.

Yes

Yes

31.

1262

The Companies Act, 2013

Shareholders

Special

Resolution

To approve the Scheme of amalgamation of the sick company

with any other Company.

Yes

Yes

32.

1271

The Companies Act, 2013

Shareholders

Special

Resolution

To resolve the winding up of company by the Tribunal.

 

(Also refer sl. no. 64)

Yes

Yes

33.

1304

The Companies Act, 2013

Shareholders

Special

Resolution

To resolve the voluntarily winding up of company.

 

(Also refer sl. no. 65)

Yes

Yes

34.

1319(1)

The Companies Act, 2013

Shareholders

Special

Resolution

To confer general authority on the liquidator pursuant to Section 319.

 

(Also refer sl. no. 66 & 67)

Yes

Yes


Sr.

No.

Section

Act/Rules

Approving

Authority

Type of

Resolution

Particulars

Requirement to

file MGT-14

Public

Limited

Private

Limited

35.

1321

The Companies Act, 2013

Shareholders

Special

Resolution

To sanction any arrangement entered into between the creditors and

company which is about to be, or is in the course of being wound up.

 

(Also refer sl. no. 68)

 

 

36.

1343

The Companies Act, 2013

Shareholders

Special

Resolution

To approve that certain power shall be exercised by Company

Liquidator.

 

(Also refer sl. no. 69)

Yes

Yes

37.

1347

The Companies Act, 2013

Shareholders

Special

Resolution

To direct the manner of disposing of company’s books and papers

when the affairs of a company have been completely wound up and it is about to be dissolved.

 

(Also refer sl. no. 70)

Yes

Yes

38.

371

The Companies Act, 2013

Shareholders

Special

Resolution

To adopt Table F in Schedule I, if required.

Yes

Yes

39.

R u l e

14(2)(a)

The Companies (Prospectus and

Allotment of Securities) Rules, 2014

Shareholders

Special

Resolution

Offer or invitation for subscription of securities or Private Placement

The proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations.

Yes

Yes

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