C2C3C1Part 13Resolutions and meetings

Annotations:
Modifications etc. (not altering text)
C2

Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Chapter 1General provisions about resolutions

283Special 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 (see Chapter 2).

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 F1not less than 75% of the votes cast by those entitled to vote.

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 F2in person, by proxy or in advance (see section 322A) 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.