Ordinary resolutions

The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. Where CA 2006 states that something must be done by passing a resolution but does not specify what type of resolution, an ordinary resolution will be adequate (unless the articles of association specify any higher majority or unanimity). Note that:

1. •

   anything done by ordinary resolution may also be done by special resolution, and

2. •

   in addition to complying with the requirements of CA 2006 and the company's articles of association (which may specify that a higher majority or unanimity is required), it may be necessary