Resolutions

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A company is required by the Companies Act 2006 (CA 2006) to obtain the approval of its members by special or ordinary resolution in order to carry out certain actions, eg to change its articles of association or to alter its status by re-registering as a public or private company.

The members of a private company can pass resolutions at a general meeting (including an annual general meeting (AGM)) of the company or by way of written resolution. The members of a public company can pass resolutions at a general meeting (including an AGM) of the company only.

Members' resolutions

An ordinary resolution of the members of a company is passed by a simple majority of over 50%. For a checklist setting out matters that are commonly passed as ordinary resolutions, see: Ordinary resolutions—checklist.

A special resolution of the members of a company is passed by a majority of not less than 75%. For a checklist setting out special resolutions required under CA 2006, see: Special resolutions and other resolutions requiring 75 per cent member approval under the Companies Act 2006—checklist.

Special notice of a meeting

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