Types of resolutions
Company decisions are made by passing resolutions. Resolutions are passed both by the company's members and by its directors. In either case, resolutions may be passed at meetings or by written resolution.
Members' resolutions
There are now just two types of resolution, ordinary resolutions (passed by a simple majority) and special resolutions (passed by a 75% majority). Two types of resolution (extraordinary and elective) required in certain circumstances by the 1985 Act have now been abolished, though a company's articles may still refer to these.
There are now just two types of resolution, ordinary resolutions (passed by a simple majority) and special resolutions (passed by a 75% majority). Two types of resolution (extraordinary and elective) required in certain circumstances by the 1985 Act have now been abolished, though a company's articles may still refer to these.
The Companies Act 2006 provides:
Sec282 Ordinary resolutions(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
(2) A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members.
(3) A resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of-
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who (being entitled to do so) vote in person or by proxy on the resolution.
(5) Anything that may be done by ordinary resolution may also be done by special resolution.
(2) A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members.
(3) A resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of-
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who (being entitled to do so) vote in person or by proxy on the resolution.
(5) Anything that may be done by ordinary resolution may also be done by special resolution.
283 Special resolutions(1) A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.
(2) A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members.
(3) Where a resolution of a private company is passed as a written resolution-
(a) the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and
(b) if the resolution so stated, it may only be passed as a special resolution.
(4) A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of-
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(5) A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person or by proxy on the resolution.
(6) Where a resolution is passed at a meeting-
(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and
(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution
(2) A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members.
(3) Where a resolution of a private company is passed as a written resolution-
(a) the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and
(b) if the resolution so stated, it may only be passed as a special resolution.
(4) A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of-
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(5) A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person or by proxy on the resolution.
(6) Where a resolution is passed at a meeting-
(a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and
(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution
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