Ordinary and special resolutions

An ordinary resolution is passed by a simple majority and a special resolution by a majority of not less than 75%, under sections 282 and 283 of the Companies Act 2006. Where the Act asks for a resolution without saying which kind, an ordinary resolution is enough unless the articles demand more, but changing the articles, changing the name, disapplying pre emption rights, reducing capital and putting the company into voluntary liquidation all need a special resolution.

What is the difference between an ordinary and a special resolution?

Both are decisions of the members, not the directors. Section 282 defines an ordinary resolution as one passed by a simple majority, and section 283 defines a special resolution as one passed by a majority of not less than 75%. The higher threshold is reserved for decisions that change the company’s constitution or capital, or end its life, so that a bare majority cannot force them through over a substantial minority.

Section 281(3) sets the default. Where a provision of the Companies Acts requires a resolution of the company or its members and does not say what kind, an ordinary resolution is required, unless the company’s articles call for a higher majority or unanimity. Section 282(5) adds that anything which may be done by ordinary resolution may also be done by special resolution, so passing a special resolution where only an ordinary one was needed does no harm.

Board decisions are a separate thing. A resolution of the directors cannot do something the Act reserves to the members, and a members’ resolution is not needed for ordinary management decisions that the articles leave to the board.

How are the votes counted?

The majority is measured differently depending on how the resolution is passed:

• Written resolution of a private company: the majority is of the total voting rights of all eligible members (sections 282(2) and 283(2)). Members who do not respond count, in effect, as votes against.
• Show of hands at a meeting: the majority is of the votes cast by those entitled to vote (sections 282(3) and 283(4)), and under section 284(2) each member present in person has one vote regardless of shareholding.
• Poll at a meeting: the majority is of the total voting rights of the members who vote in person, by proxy or in advance (sections 282(4) and 283(5)). On a poll, section 284(3) gives one vote for each share held, subject to the articles.

Section 284(4) makes these default voting rules subject to the articles, so share classes with no votes or weighted votes change the arithmetic. Section 321 prevents the articles from excluding the right to demand a poll on most questions, and under article 44 of the model articles for private companies a poll can be demanded by the chairman, the directors, two or more persons with the right to vote, or holders of at least one tenth of the voting rights.

Which decisions need a special resolution?

The common ones for a private company limited by shares are:

Decision	Where the requirement comes from
Amending the articles	Companies Act 2006 section 21
Changing the company name (unless the articles provide another method)	Section 77
Converting a private company to a public company, or a public company to private	Sections 90 and 97
Disapplying statutory pre emption rights on an allotment	Sections 570 and 571
Reducing share capital, with a solvency statement or court confirmation	Section 641
Approving a payment out of capital for a buyback or redemption	Section 716
Varying class rights at a class meeting, where the articles are silent	Section 630
Members’ voluntary winding up	Insolvency Act 1986 section 84

The model articles add one more: under article 4 the shareholders may, by special resolution, direct the directors to take or refrain from taking specified action.

Which decisions only need an ordinary resolution?

Many significant decisions are ordinary resolutions, which surprises people:

• removing a director under section 168, which needs special notice of 28 days under section 312 and must be done at a meeting;
• giving or renewing the directors’ authority to allot shares under section 551, which section 551(8) allows by ordinary resolution even though it amends the articles (see allotting shares);
• approving an off market purchase of own shares under section 694, where the word “special” was removed from the section with effect from 30 April 2013 (see company share buybacks);
• subdividing or consolidating shares under section 618;
• approving a director’s service contract with a guaranteed term of more than two years (section 188) and substantial property transactions with directors (section 190);
• declaring a final dividend under article 30 of the model articles, which needs a recommendation from the directors and cannot exceed it.

Always check the articles first. Section 281(3) lets the articles require a higher majority, and bespoke articles or a shareholders’ agreement often do.

How do you pass a resolution at a general meeting?

For a special resolution, the notice of the meeting must include the text of the resolution and say that it is proposed as a special resolution (section 283(6)). If the notice says it is special, it can only be passed as a special resolution, so the wording cannot be watered down at the meeting into an ordinary resolution. Ordinary resolutions need no such label, but the notice must still state the general nature of the business under section 311. The notice period and short notice rules are covered in calling a general meeting.

At the meeting the vote is on a show of hands unless a poll is demanded (model article 42). Where shareholdings are unequal, a poll is usually the safer way to record the true result.

How do you pass one as a written resolution?

A private company can pass either kind of resolution in writing (section 281(1)). The same majorities apply, measured against all eligible members. A written special resolution must state that it was proposed as a special resolution (section 283(3)). Two decisions can never be taken in writing: removing a director under section 168 and removing an auditor under section 510. The circulation rules and lapse date are covered in written resolutions for private companies.

How does the arithmetic work in practice?

Illustration only. A company has 100 voting shares: Asha holds 60, Ben 25 and Chloe 15. The articles follow the model articles.

• Written ordinary resolution: Asha alone holds 60% of the total voting rights, so her signature passes it.
• Written special resolution: Asha and Ben together hold 85%, so it passes. Asha and Chloe hold exactly 75%, which is “not less than 75%”, so it also passes. Asha alone cannot pass it.
• Meeting, poll: Chloe does not attend. Asha votes for and Ben against. The votes cast total 85, of which 60 are in favour, about 70.6%. The resolution passes as an ordinary resolution would, but fails as a special resolution.
• Meeting, show of hands: Asha and Ben each have one vote, one for and one against, so even an ordinary resolution is not carried until a poll is demanded.

What has to be filed afterwards?

Section 30 requires a copy of every resolution caught by section 29 to reach Companies House within 15 days of being passed. That covers every special resolution, and certain unanimous and class decisions. Most ordinary resolutions are not filed, but some are because another section requires it, such as an authority to allot. Failing to file is an offence by the company and every officer in default. See which resolutions must be filed. Separately, section 355 requires the company to keep records of members’ resolutions and general meeting minutes for at least ten years.

What mistakes come up most often?

• Counting heads instead of shares on a written resolution or poll.
• Sending a meeting notice that sets out a special resolution without stating that it is proposed as one, so it cannot validly pass as a special resolution.
• Treating a board minute as if it were a members’ resolution for decisions such as changing the articles or the name.
• Trying to remove a director by written resolution, which section 288 does not allow.
• Forgetting the 15 day filing deadline, or filing the resolution but not the amended articles.
• Overlooking a higher majority required by the articles or a shareholders’ agreement.

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Related Accountapedia entries

• Proxies and voting at general meetings
• What rights do shareholders have
• Protection for minority shareholders
• Non voting shares: how they work
• Amending articles of association: the procedure

Sources

• legislation.gov.uk: Act 2006 c. 46, section 281
• legislation.gov.uk: Act 2006 c. 46, section 282
• legislation.gov.uk: Act 2006 c. 46, section 283
• legislation.gov.uk: Act 2006 c. 46, section 284
• legislation.gov.uk: Act 2006 c. 46, section 321
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: Act 2006 c. 46, section 21
• legislation.gov.uk: Act 2006 c. 46, section 77
• legislation.gov.uk: Act 2006 c. 46, section 90

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.