Companies Act 2014 section 191

Resolutions — ordinary resolutions, special resolutions, etc. — meaning

Section 191 defines the different types of resolution that a company's members may pass — ordinary resolutions, special resolutions and written resolutions — and sets out the voting thresholds and notice requirements that apply to each.

• An ordinary resolution requires a simple majority (more than 50%) of votes cast by eligible members at a general meeting, while a special resolution requires at least 75% of votes cast.
• A special resolution normally requires at least 21 days' notice of the meeting, but this can be shortened if a majority of members holding at least 90% of the nominal value of voting shares, or representing at least 90% of total voting rights, agree to shorter notice.
• The terms of any resolution before a general meeting — whether ordinary or special — may be amended by ordinary resolution at the meeting, provided adequate notice of the amended resolution can still be deemed to have been given.
• A written resolution is either an ordinary or special resolution passed without a physical meeting, in accordance with the procedures set out in sections 193 and 194 of the Act.