Special notice is a procedure, not a voting-majority label
Where the Act or articles require special notice of a resolution, section 115 and Rule 23 govern who sends the notice and how it reaches the company and other members. A resolution requiring special notice is not automatically a special resolution. Determine the applicable voting majority and substantive procedure from the underlying provision separately.
Under current Rule 23, signatories can qualify through at least 1% of total voting power or shares carrying aggregate paid-up value of at least ₹5 lakh on the notice date. The members’ notice must fall within the permitted pre-meeting window, and the company has its own communication duty. This guide addresses section 115 read with Companies (Management and Administration) Rule 23, checked on 23 October 2026.
Read the prescribed rule with the Act’s wording
The Act refers to a prescribed paid-up amount within its wording. Rule 23’s current operative threshold is “not less than” ₹5 lakh. Historic material can display an earlier “not more than” formulation; use the current consolidated rule rather than stopping at an old amendment or FAQ. The alternative voting-power route is 1%, not the one-tenth test used for a different poll-demand provision.
Aggregate eligible signatories individually or collectively. Verify their identities, signatures, voting rights and paid-up holdings as at the notice date, avoiding duplication of the same rights. Use total voting power as the denominator, not the number of attendees expected at the meeting or the votes anticipated to be cast. Share market value does not replace paid-up amount.
The members’ clock and the company’s clock are separate
| Stage | Timing control | Required record |
|---|---|---|
| Members to company | Not earlier than three months; at least fourteen clear days before meeting | Signed notice, receipt trail and meeting date |
| Company to members | Immediately after receipt, with at least seven clear days before meeting | Dispatch evidence and the resolution notice |
| Publication where ordinary manner is impracticable | At least seven clear days before meeting | Required English and vernacular newspapers, and website if any |
| Underlying resolution | Its own substantive and voting requirements | Separate legal analysis and result record |
Rule 23 excludes both the notice-giving day and meeting day from the fourteen-day calculation. Its company-dispatch and publication provisions also exclude the relevant dispatch/publication day and meeting day from the seven-day calculation. Use actual dates and count the intervening days. “Fourteen days before” in casual correspondence is not a substitute for fourteen clear days.
The three-month outer window is a calendar-month control, not simply ninety days. Avoid borderline scheduling where the calculation or delivery mode could be disputed. Preserve when and how the members’ notice was given and received; an internally typed date alone does not establish the event.
Publication is a prescribed alternative with several parts
If it is not practicable to notify members in the ordinary general-meeting manner, Rule 23 requires publication in English in an English newspaper and in the vernacular in a vernacular newspaper, both with wide circulation in the registered-office State. The notice must also be posted on the company website, if any. Do not treat one newspaper advertisement or a website-only upload as satisfying all those components.
Plan from the latest relevant publication or dispatch date. If one newspaper carries the notice a day late, an earlier compliant date in the other newspaper does not cure that timing failure. Record why the alternative was necessary and retain the actual editions, language, circulation basis and website evidence.
Keep the underlying rights and filings separate
The special notice should clearly identify the intended resolution. But validity of that notice does not decide the merits, hearing rights, representation rights, voting majority or filings under the provision that requires it. For example, a director-related proposal can have additional safeguards; this article does not replace that substantive workflow.
Likewise, do not infer an automatic MGT-14 obligation merely from the phrase “special notice”. Identify the actual resolution and applicable filing provision. The examples below isolate notice eligibility and date arithmetic; they do not announce that a particular proposed resolution has been validly passed.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: Exactly one per cent
Total voting power is 10,00,000 votes and valid signatories hold 10,000 distinct votes. Their share is 1%, satisfying the voting-power limb exactly. A separate ₹5 lakh holding is unnecessary when this alternative is met, assuming the other notice requirements are satisfied.
Illustrative example 2: Paid-up alternative succeeds
Valid signatories hold 9,000 of 10,00,000 votes, or 0.9%, but their shares carry exactly ₹5,00,000 paid up. The voting limb fails while the current Rule 23 paid-up limb succeeds. Do not read the two limbs as cumulative requirements.
Illustrative example 3: Both alternatives fail
Signatories hold 9,000 of 10,00,000 votes and ₹4,99,000 paid up. They have 0.9% and are ₹1,000 short of the ₹5 lakh threshold. Neither alternative is met on those facts, regardless of the shares’ higher market value.
Illustrative example 4: Fourteen clear days
The meeting is on 30 November 2026. A notice given on 15 November leaves 16–29 November, fourteen clear days. Giving it on 16 November leaves only 17–29 November, thirteen clear days. The latter fails the minimum interval, assuming all other date and delivery requirements are otherwise met.
Illustrative example 5: Company dispatch has its own seven-day minimum
For a 30 November 2026 meeting, dispatch on 22 November leaves seven clear days, 23–29 November. Dispatch on 23 November leaves six. Receiving a valid members’ notice does not by itself excuse a late company communication.
Illustrative example 6: Two publication dates must both be checked
For the same meeting, the English notice is published on 22 November and the required vernacular notice on 23 November. Their clear-day intervals are seven and six respectively. Assuming the prescribed publication route is needed, the earlier English publication does not make the later vernacular publication timely; also complete the website requirement where applicable.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Identify why special notice is legally required | Underlying Act provision/articles and proposed resolution |
| 2 | Verify signatories and notice-date rights | Member records, signatures and voting entitlements |
| 3 | Test the 1% alternative using total voting power | Unique-rights aggregation and denominator |
| 4 | Test the current paid-up alternative where relied upon | Paid-up amounts on signatories’ shares and current Rule 23 |
| 5 | Check the three-month and fourteen-clear-day window | Meeting date, notice event and calendar working |
| 6 | Record receipt and act immediately | Receipt log and company action trail |
| 7 | Calculate the separate seven-clear-day company deadline | Dispatch dates and delivery-mode evidence |
| 8 | If necessary, satisfy the full publication alternative | Impracticability basis, both newspapers and website record |
| 9 | Check substantive rights and the required voting majority | Separate provision-specific analysis and meeting procedure |
| 10 | Assess actual resolution filings and retain evidence | Filing analysis, final notice, meeting record and acknowledgements |
Sixteen practitioner FAQs
1. Is special notice the same as a special resolution?
No. Notice procedure and voting majority are distinct. Determine whether the underlying resolution is ordinary or special from its applicable provision.
2. When does section 115 apply?
Where a provision of the Act or the company’s articles requires special notice of the resolution. It is not a universal notice category for every meeting item.
3. Must signatories satisfy both the percentage and money tests?
No. The current Rule 23 alternatives are at least 1% total voting power or the qualifying paid-up-share amount.
4. Is the percentage based only on members attending?
No. Use total voting power. Expected meeting attendance is not the statutory denominator.
5. Does market value count for the paid-up test?
No. The rule addresses aggregate paid-up amount on the relevant shares. Keep a paid-up-holding calculation rather than a market-value estimate.
6. Why do some old sources say “not more than” ₹5 lakh?
There is historical amendment material using that language. The current consolidated Rule 23 uses “not less than” ₹5 lakh; check the operative rule and date.
7. Can members sign collectively?
Rule 23 permits individual or collective signing by the qualifying members. Verify signatures and distinct underlying rights.
8. On which date should holdings be tested?
Rule 23 refers to paid-up holdings on the date of the notice. Maintain a dated entitlement record rather than relying on a later member list.
9. Are the notice day and meeting day included in fourteen days?
No. Rule 23 expressly excludes both. Count the complete intervening clear days.
10. Can members send the notice very far in advance?
The rule also imposes a not-earlier-than-three-months outer window. Check that independently from the minimum clear-day interval.
11. Is three months simply ninety days?
Do not substitute a fixed ninety-day formula for the month-based requirement. Use a documented calendar-month assessment and avoid unnecessary boundary disputes.
12. Does the company have to notify other members?
Yes. Immediately after receipt, it must give the resolution notice with the separate prescribed seven-clear-day interval and manner.
13. When is newspaper publication used?
Rule 23 provides that alternative where ordinary general-meeting-mode communication is impracticable. Record the reason and satisfy all prescribed publication elements.
14. Is one newspaper and a website enough?
Not under the stated alternative. It specifies English and vernacular newspaper publication with the required circulation and a website posting if the company has one.
15. Does a valid special notice prove the proposal can pass?
No. Substantive safeguards, eligibility, hearing/representation rights and the voting majority remain separate questions under the underlying law.
16. Must every special-notice proposal be filed in MGT-14?
Do not infer that from the notice label. Assess the actual resolution and applicable filing provision.
Working-paper organisation
Keep the source documents, calculation and final conclusion together for the same entity and period. If using assurePractice or other assureOffice tools, use only confirmed available functions and retain this evidence with the output.
Conclusion
Validate who signed, which alternative threshold is met and both stages of clear-day timing. Complete the prescribed communication route while keeping the underlying resolution’s substantive rights and filings separately assessed.