Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist


Published by a UUÂãÁÄÖ±²¥ Corporate expert
Checklists

Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist


Published by a UUÂãÁÄÖ±²¥ Corporate expert

Checklists
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Special resolutions

The Companies Act 2006 (CA 2006) sets out certain matters that must be passed by the members (or by a class of members) of a company as a special resolution (ie by a majority of not less than 75%) or by the holders of at least 75% of shares or of a class of shares.

If a written resolution is to be passed as a special resolution, to be effectively passed as a special resolution, it must state that the resolution was proposed as a a special resolution. See Practice Notes: Member resolutions and Written resolutions for more details about shareholder resolutions and written resolutions.

Note that:

  1. •

    anything done by ordinary resolution may also be done by special resolution, and

  2. •

    in addition to complying with the requirements of CA 2006, it may be necessary to comply with the requirements of any shareholders' agreement (or other governing document) as such document may include provisions that require a higher majority (or unanimity) than required by statute (eg it

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