Shareholders' Agreements · glossary

Ordinary resolution and special resolution

The two voting thresholds at a shareholders' meeting. An ordinary resolution needs more than half the votes, so Ferris's 55% passes one alone, including one to remove a director. A special resolution needs 75%, so Aldous & Wren's 35% can block a change to the articles. Chapter 1 · Chapter 10

Explained in Chapter 1, Why the Articles Are Not Enough, of Shareholders' Agreements.

How it comes up, in Chapter 1
Under the Companies Act 2006 and the articles of association (the company's public rulebook), more than half the votes passes an ordinary resolution. That can remove any director (section 168). At least 75% passes a special resolution, which is needed to change the articles.
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