Point in time view as at 03/10/2022.
Companies Act 2006, Section 283 is up to date with all changes known to be in force on or before 06 March 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(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.
Textual Amendments
F1Words in s. 283(4) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 2(2) (with application as stated in reg. 1(2))
F2Words in s. 283(5) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 5(2) (with application as stated in reg. 1(2))
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