There are eight types of resolution that may be passed. See table below.
| Type of resolution | Examples |
| Ordinary • Used for all matters unless the Act or the Articles of Association require another type of resolution. • Passed by a simple majority. |
• routine business at an annual general meeting • to authorise an increase of share capital • to declare a bonus issue • revoking an elective resolution (see below). |
| Extraordinary • Required for specific matters. • Passed by at least a 75% majority. |
• placing the company into creditors’ voluntary liquidation. |
| Special • Required for important matters. • Passed by at least a 75% majority. |
• change of name • reduction in share capital • purchase by a company of its own shares. |
| Elective • These may be passed by private companies only and for five specific purposes only. • Passed by unanimous agreement. Given the burden of some of the legislative requirements, a private company is able to use elective resolutions to ‘opt out’ of certain statutory obligations. |
• to dispense with the laying of accounts and reports before the members in general meeting • to dispense with the holding of annual general meetings • to dispense with the requirement to reappoint auditors each year • to reduce the majority required to authorise the holding of general meetings upon short notice and • to amend the duration of the authority of directors to allot shares and other securities. |
| Written • These may be passed by private companies and are also aimed at lessening the burden on smaller companies. • Passed by unanimous agreement. • Meetings and prior notice are not required. |
• may do anything that can be done by resolution of the company in general meeting although these cannot be used to remove directors or auditors before the end of their term of office. |
| Other resolutions • Class • Shareholder and • Directors’. |
We would be pleased to discuss these in more detail with you. |
| Copies of certain resolutions must be sent to Companies House within 15 days of being passed. These include, for example, all special and extraordinary resolutions as well as elective resolutions. In addition to the matters already mentioned, the company secretary would also be involved in ensuring that the company’s annual accounts are properly distributed and for keeping the minutes of directors’ and general meetings. |
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