{
  "url": "https://openlegislation.uk/companies-act-2006/section-283",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-283.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/283",
  "kind": "section",
  "number": "283",
  "heading": "Special resolutions",
  "text": "(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%.\n(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).\n(3) Where a resolution of a private company is passed as a written resolution—\n(a) the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and\n(b) if the resolution so stated, it may only be passed as a special resolution.\n(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 not less than 75% of the votes cast by those entitled to vote.\n(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 in person, by proxy or in advance (see section 322A) on the resolution.\n(6) Where a resolution is passed at a meeting—\n(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\n(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "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))"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "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))"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/283",
    "retrieved_at": "2026-10-29T09:13:40.060156+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}