Special Resolution
A shareholder resolution requiring at least three-quarters of votes cast in favour to pass.
Formula
Test: votes in favour are at least three times the votes against among members voting
Unit
%
In depth
The higher threshold applies to decisions that fundamentally affect shareholders: altering the constitution, reducing capital, buying back shares, issuing shares on a preferential basis, removing an independent director, and approving certain related party transactions. It is the main structural protection for minorities, because a promoter holding between 50% and 75% cannot pass one alone. This is why the 75% threshold is the number that matters most in Indian shareholding analysis — a promoter above it faces no shareholder constraint on these matters at all. Some resolutions additionally bar related parties from voting, which raises minority influence further.
Worked example
A promoter holding 62% cannot pass a special resolution alone: 62 in favour against 38 opposed is 1.63 to 1, short of the 3 to 1 required. Above 75% the same promoter passes it unaided.
Illustrative figures, chosen so the arithmetic is easy to follow. Not a live price and not a valuation of any company.
Educational reference only
This entry explains what “Special Resolution” means. It is not investment advice and not a recommendation to buy or sell any security. Any numbers above are illustrative, not live prices, and nothing here predicts price direction or rates a stock. Consider your own circumstances and consult a SEBI-registered investment adviser before acting.