2 minutes

A Special Resolution (Members) refers to a formal decision made by the members (shareholders) of a company that requires a higher majority than what is needed for an ordinary resolution. A special resolution carries more weight and is typically used for significant matters that have a profound impact on the company’s constitution or fundamental changes to its operations.

According to the Companies Act 2006, a special resolution requires approval by at least 75% (three-fourths) of the votes cast by eligible members who are present at a general meeting or voting in writing. This higher majority threshold is intended to ensure that important decisions are supported by a significant majority of the shareholders.

Examples of matters that may require a special resolution include:

1. Amending the company’s articles of association: Any changes to the company’s constitutional document, such as altering share rights, changing the company’s name, or modifying the company’s objects, generally require a special resolution.

2. Authorising significant transactions: Certain transactions, such as the sale or purchase of a substantial part of the company’s assets, entering into a major contract, or making a significant investment, may necessitate a special resolution.

3. Altering the share capital: Issuing new shares, creating different classes of shares, or reducing the company’s share capital often require a special resolution.

4. Winding up or liquidating the company: If the shareholders decide to voluntarily wind up or liquidate the company, a special resolution is typically needed to approve this decision.

5. Changing the company’s status: Converting a private company into a public company or vice versa usually requires a special resolution.

It is essential for shareholders to comply with the requirements set out in the Companies Act 2006 and the company’s articles of association when proposing and passing a special resolution. These resolutions play a significant role in shaping the company’s structure, operations, and key decisions.

These notices are filed with Companies House against the registered company number. All UK company liquidation notices and updates are tracked centrally by Doorda.