# Special Resolution vs Ordinary Resolution
## 1. What is a Resolution?
A resolution is the formal decision of an organisation at a meeting. A motion, once approved by the required majority, becomes a resolution that binds the organisation.
## 2. Motion vs Resolution
| Aspect | Motion | Resolution |
|---|---|---|
| Meaning | Proposal placed for consideration | Adopted motion |
| Stage | Pre-vote | Post-vote |
| Effect | Triggers discussion | Binding decision |
Not every motion becomes a resolution (e.g., adjournment motion).
## 3. Types of Resolutions under Sec 114
### A. Ordinary Resolution — Sec 114(1)
- Passed by simple majority (votes for > votes against), whether by show of hands, e-voting, or poll.
- Default unless the Act/AoA requires otherwise.
### B. Special Resolution — Sec 114(2)
Three cumulative conditions:
1. Notice must clearly state intention to propose as a special resolution.
2. Notice given in the manner required under the Act.
3. Votes cast in favour ≥ 3 × votes cast against (effectively ≥ 75% of votes cast).
## 4. Voting Ratio — Visualised
| Resolution | Votes For | Votes Against | Passes? |
|---|---|---|---|
| Ordinary | > 50% of cast | < 50% | ✓ |
| Special | ≥ 75% of cast (3:1) | ≤ 25% | ✓ |
## 5. When is Each Used?
- Ordinary — adoption of accounts, dividend, auditor appointment, retiring directors.
- Special — MOA/AOA alteration, registered office change, capital reduction, buy-back, voluntary winding-up.
## Quick Recall Box
- Ordinary = Simple majority (For > Against).
- Special = For ≥ 3 × Against.
- Special requires explicit intention in notice.