# Resolutions Requiring Special Notice [Section 115]

## What is 'Special Notice'?

Special Notice is a notice that members give to the company announcing their intention to move a particular kind of resolution. It is distinct from:

Notice of meeting (company → members under Section 101);
Special Resolution (a type of resolution under Section 114(2)).

> Special Notice may be required for an ordinary or a special resolution — it refers to the notice procedure, not the resolution's majority.

## When is Special Notice Required?

The Act specifies cases. AOA may add more.

Section 140 — Resolution at AGM to:
Appoint an auditor other than the retiring auditor, OR
Expressly provide that the retiring auditor shall not be re-appointed.
Section 169 — Resolution to:
Remove a director before expiry of his term, OR
Appoint another person as director in place of the removed director at the same meeting.

## Who can give Special Notice?

Members holding:

At least 1% of total voting power, OR
Shares on which not less than ₹5 lakhs is paid-up.

(Either threshold suffices.)

## Procedure

### Step 1 — Member to Company

Special notice must reach the company:

At least 14 days before the meeting; AND
Not earlier than 3 months before that meeting.

> 14-day count excludes the day of notice AND day of meeting.

### Step 2 — Company to Members

The company must give notice of the resolution to members:

At least 7 days before the meeting (excluding dispatch and meeting day);
In the same manner as notice of general meeting.

### Step 3 — Publication if direct notice not practicable

If direct notice is not practicable, publish at least 7 days before the meeting in English and vernacular newspapers having wide circulation in the State of the registered office; AND post on the company's website.

Worked example

### Example 1

Example: Mr. R, holding 1.5% of voting power of T Ltd., wishes to move a resolution to remove a director at the AGM on 28 September 2026. By when must he give special notice?

Solution: Mr. R meets the 1% threshold ✓. Notice must be at least 14 days before the meeting (excluding both ends) AND not earlier than 3 months before. Notice must reach T Ltd. by 13 September 2026. Earliest he could give notice: 28 June 2026. T Ltd. must then notify members at least 7 days before AGM, i.e., by 20 September 2026.

⚠️ Common exam mistakes

Confusing 'Special Notice' (procedure) with 'Special Resolution' (75% majority).
Forgetting the 3-month outer limit for special notice.
Applying both thresholds cumulatively — 1% OR ₹5 lakhs is alternative; either suffices.
Forgetting that AOA may add additional matters requiring special notice.

Bare-Act text Section 115 · Companies Act, 2013 · click to expand

Section 115 — Resolutions requiring special notice. Where, by any provision contained in this Act or in the articles of a company, special notice is required of any resolution, notice of the intention to move such resolution shall be given to the company by such number of members holding not less than one per cent of total voting power or holding shares on which such aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up and the company shall give its members notice of the resolution in such manner as may be prescribed.

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Resolutions Requiring Special Notice (Section 115)

Worked example

⚠️ Common exam mistakes