Company Resolutions are usually passed at physical meetings, in the presence of the company’s shareholders or board of directors. However, when relevant parties are unable to convene physically, a company can choose to pass a resolution by written means instead. An Ordinary Resolution requires only a simple majority of those present and voting at a general meeting to pass. A Special Resolution, however, requires a three-fourths majority to pass.

Example of matters requiring an ordinary resolution:

• Appointing directors (unless otherwise provided by the constitution)
• Removing a director before the expiration of his/her period of office (also subject to any provision to the contrary in the constitution)
• A company making loans and quasi-loans to, or entering into credit transactions for the benefit of, a director of the company or certain persons connected with the director of the company
• Approving a payment for loss of office to a director
• Disposal of the whole or substantially the whole of the company’s undertaking or property
• Issue of shares

Example of matters requiring a special resolution:

• Amending the constitution
• Changing the name of the company
• Changing from a public to a private company or vice-versa
• Approving the giving by a public company (or its subsidiaries) of financial assistance for the acquistion of its shares
• Approving a reduction in the company’s share capital
• Approving a selective off-market share repurchase
• Approving an amalgamation with another company
• Approving a voluntary winding-up

Source: https://uk.practicallaw.thomsonreuters.com

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