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Conducting Company Resolutions Correctly: Part 3 – Special Resolutions

Jul 8, 2021

This article is part three of the series of articles produced regarding Company Resolutions. This series aims to inform directors and shareholders of how to properly discharge their duty in relation to conducting and passing valid and effective resolutions.

The next resolution we will cover is special resolutions.

Special Resolution of the members:

Special resolutions are used for more constitutional matters that extend beyond the powers of directors. Special resolutions require approval of at least 75% of members’ votes and can be proposed and voted on at general meetings or by written resolution, if provided for in the articles of association.

The Companies Act 2006 specifies a number of important decisions that require a special resolution of the members, including:

  • Amending the articles of association
  • Changing the company name
  • Dis-application of Pre-emption rights of shareholders
  • Reduction of share capital
  • Variation of share rights

A general meeting at which a special resolution is being proposed may be held with the usual notice requirement of 14 days (unless the company’s articles of association state otherwise).

Copies of all special resolutions of the members must be filed at Companies House within 15 days of being passed.

Copies of other documentation may also need to be filed alongside the resolutions, such as the new articles of association.

For advice on drafting company resolutions or other general company law issues, please contact Michelle.Lamberth@herringotn-carmichael.com.

This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to your own particular matter before action is taken.

Michelle Lamberth

Michelle Lamberth

Senior Paralegal, Corporate and Commercial Law

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