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8. Types of Resolution
There are different types of resolutions as the nature and type of meeting or conference.
Some of them are related with peace, security and defense, some others with financial
affairs, some are political, some others are religious, etc. Resolutions may be classified
from different angles but according to Nepal Company Act, 2063B.S., a resolutions is
divided as (a) ordinary resolution and (b) special resolution.
Types of resolution

Ordinary Resolution Special Resolution

a. Ordinary Resolution
Ordinary resolutions refer to those proposals which
are presented in the general meeting of the shareholders
or in the regular meeting of the Board of Directors and
accepted by the required majority. Simple majority or
shareholders holding more than 50% of total shares is
enough to approve the decision. The ordinary resolution
is related with the following affairs.
i. Presentation of audited financial statement of the
last year.
ii. Election of Board of Directors.
iii. Declaration of dividends and bonus. Resolution (Prastab)
iv. Appointment of auditors.
v. Fixation of remuneration and allowance of auditor & board of directors, etc.

Key Point An ordinary resolution relates to general matters of the company which is
presented and passed by the simple majority in the regular meeting.

b. Special Resolution
Special resolution refers to the major issues of company’s affairs. These are required
to be presented in the company’s general meeting or special general meeting. It can be
passed only by the special majority or the shareholders holding at least 75% or 3/4 of
th
the total shareholders present in the meeting. The special resolutions are related with the
following affairs:
i. Increase and decrease in capital of a company.
ii. Change in the memorandum of association and articles of association.
iii. Change in the company’s capital, name, address, objectives, etc.
iv. Issue of bonus shares and stock dividend.
v. Conversion of company from private limited to public limited and public limited to
private limited.
vi. Amalgamation, absorption and dissolution of the company

12 Aakar’s Office Practice and Accountancy - 10 Office Procedures 13