As enacted

Contents

Companies Act 2007 · As enacted · Part VII · Management and Administration Registered Office

143. Special resolutions

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

A resolution shall be a special resolution when it has been passed—

(a)

by a majority of seventy-five per centum of those shareholders entitled to vote and voting on the question;

(b)

at a general meeting of which not less than fifteen working days’ notice, specifying the intention to propose the resolution as a special resolution has been duly given :

Provided that, where it is so agreed by the shareholders having the right to attend and vote at any such meeting, being shareholders together representing not less than eighty-five per centum of the total voting rights at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which less than fifteen working days’ notice has been given.

(2)

At any meeting at which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(3)

In computing the majority on a poll demanded on the question that a special resolution be passed, reference shall be had to the number of votes cast for and against the resolution.

(4)

For the purposes of this section notice of a meeting shall be deemed to be duly given and the meeting to be duly held, when the notice is given and the meeting is held in the manner provided for by the company’s articles or by this Act.

Read on from s 144

Part VIII

Amalgamations

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Part IX

Compromises with Creditors

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Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

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Part XI

Provisions Relating to Offshore Companies

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Part XII

Winding Up

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Part XIII

Administrators Appointment of Administrator

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Part XIV

Floating Charges

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Part XV

Receivers and Managers

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Part XVI

Registrar-General of Companies and Registration Appointment of Officers

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Part XVII

Application of Act to Existing Companies

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Part XVIII

Overseas Companies

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Part XIX

Advisory Commission

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Part XX

Companies Disputes Board

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Part XXI

Offences Miscellaneous Offences

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Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

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Part XXIII

Repeals and Amendments

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