Borrowing Limits and Asset Sale Under Section 180: Special Resolution Checklist
Some finance decisions are too material for simple board approval. Section 180 restricts board powers for specified actions and requires company consent by special resolution.
\nFor broader context, see the Companies Act, MCA and Startup Compliance Hub.
What Section 180 covers
India Code Section 180 states that the Board shall exercise specified powers only with the consent of the company by special resolution, including disposal of whole/substantially whole undertaking and specified borrowing powers.
Use the Companies Act Related-Party Transaction Approval Checker to work through the related inputs before acting.
\nTransaction controls
| Transaction | Control |
|---|---|
| Borrowing beyond limits | Check paid-up capital, free reserves and securities premium where relevant. |
| Sale/lease/disposal of undertaking | Evaluate whether whole/substantially whole threshold is triggered. |
| Lender condition precedent | Provide certified shareholder resolution where required. |
| MGT-14 implication | Track special resolution filing under Section 117. |
For the connected rule, example or next step, see Preference Shares Issue and Redemption Under Section 55.
\nEvidence folder
- Board note explaining transaction.
- Special resolution and explanatory statement.
- Debt/asset sale agreements.
- MGT-14 SRN and challan.
- Updated borrowing register/covenant tracker.
For the connected rule, example or next step, see Beneficial Interest in Shares Under Section 89: Declaration Checklist.
\nFinin2min warning
Official sources used
This article is intentionally source-limited to official MCA / India Code material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
- India Code: Section 180 — Restrictions on powers of Board
- India Code: Section 117 — Resolutions and agreements to be filed
- India Code: Companies Act, 2013 official PDF
FAQs
Section 180 contains restrictions on powers of Board.
Yes. Section 180 requires company consent by special resolution for specified powers.
Special resolutions are generally tracked for Section 117 filing review.
Source and review trail
Use the current official instrument, portal or regulator publication before acting. This panel separates the category authority from page-specific references.
- Primary category
- Companies Act & MCA
- Official starting point
- www.mca.gov.in