Section 283 Special resolutions
United Kingdom
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%.
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).
Where a resolution of a private company is passed as a written resolution—
the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and
if the resolution so stated, it may only be passed as a special resolution.
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.
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.
Where a resolution is passed at a meeting—
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
if the notice of the meeting so specified, the resolution may only be passed as a special resolution.
Annotations
Textual amendments
- F1
Words 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))
- F2
Words 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))
Notes on Part 13
Modifications
- C1
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))
- C2
Pt. 13 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 4
- C3
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2