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Special resolution
Practical Law UK Glossary 9-107-7287 (Approx. 4 pages)
Glossary
Special resolution
A resolution of members (or a class of members) of a company passed by:
- On a show of hands at a general meeting, a majority of not less than 75% if it is passed by not less than 75% of the votes cast by those entitled to vote (section 283(4), Companies Act 2006 (CA 2006)).
- On a poll at a general meeting, 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, by proxy or in advance (section 322A, CA 2006) on the resolution (section 283(5), CA 2006).
- On a written resolution, 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 (section 283(2), CA 2006).
Special resolutions are required, among other things, to alter the articles of association for a company.
For a list of circumstances requiring the passing of a special resolution under the CA 2006, see Checklist, Special resolutions required by the Companies Act 2006.