This guide is maintained as a current resource for November 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Detailed guide to passing special and ordinary resolutions in England and Wales, explaining voting thresholds, meeting procedures, written resolutions, legal requirements under the Companies Act 2006, and practical guidance for shareholder decision‑making and corporate governance.
In corporate governance, resolutions are formal decisions made by the members (shareholders) of a company in England and Wales. They form the backbone of shareholder control, ensuring that significant corporate actions are authorised by the owners of the company. Resolutions typically fall into two main categories: ordinary resolutions and special resolutions. Understanding the difference between these, when each is required, the voting thresholds and procedural rules is essential for directors, company secretaries, shareholders and anyone involved in corporate decision‑making.
What Is a Resolution?
A resolution is a formal decision put to a vote at a general meeting of members (such as an annual general meeting (AGM) or extraordinary general meeting (EGM)) or passed as a written resolution (available to private companies under the Companies Act 2006). Resolutions allow members to legally approve actions that affect the company's structure, governance, finances and constitution. The Companies Act 2006 prescribes different voting thresholds and procedures depending on the type of resolution.
Resolutions may also be required by a company's articles of association, which can set out additional voting requirements or procedures beyond statutory minimums.
Ordinary Resolutions
Meaning and Threshold
An ordinary resolution is the standard form of approval and is passed by a simple majority - more than 50% of the votes cast by members entitled to vote at the meeting or by written resolution.
In practice, this means that on a poll (where votes are counted by shareholding), the resolution is carried if the affirmative votes exceed 50% of votes cast. If votes are taken on a show of hands at a meeting, each member present typically has one vote. However, a poll can be demanded if required by the articles or by eligible members.
When Ordinary Resolutions Are Used
Ordinary resolutions are used for routine decisions that do not affect the company's constitution fundamentally or impose significant new obligations. Common examples include:
- Appointing or re‑appointing directors;
- Approving annual accounts;
- Declaring dividends;
- Authorising directors to allot shares (subject to pre‑emption rights unless waived).
Unless the Companies Act 2006 or a company's articles require a different threshold, an ordinary resolution is the default method for these matters.
Passing Resolutions in Writing
Private companies can use written resolutions to pass ordinary resolutions without holding a physical meeting. A written resolution is passed once members representing a simple majority of voting rights indicate their agreement in writing (or electronically where permitted).
Procedural Requirements
To pass an ordinary resolution at a meeting:
- A valid notice of meeting must be issued (typically at least 14 clear days' notice for private companies unless a shorter period is agreed);
- The meeting must be quorate as defined in the articles (commonly two members for private companies);
- Votes are cast either on a show of hands or on a poll;
- The result is recorded in minutes and retained on corporate records.
Special Resolutions
Meaning and Threshold
A special resolution is used for significant corporate decisions that often affect the company's constitution or status. A special resolution requires a supermajority of at least 75% of the votes cast at a meeting or, in the case of a written resolution for private companies, members representing at least 75% of total voting rights in favour.
Special resolutions must be clearly indicated in the notice of the meeting or in the wording of a written resolution to ensure members understand that a higher threshold is required.
When Special Resolutions Are Required
Certain corporate actions must be approved by special resolution either under the Companies Act 2006 or in a company's articles. These typically include:
- Amending the articles of association;
- Changing the company name;
- Approving a reduction of share capital;
- Voluntary winding‑up (liquidation);
- Alterations to share classes or rights.
Special resolutions ensure a broader consensus among members before significant constitutional changes are implemented.
Written Special Resolutions
Private companies may also pass special resolutions by written resolution, provided the text clearly states that it is a special resolution and the requisite 75% approval threshold is met. Written special resolutions provide speed and convenience for uncontroversial matters among consenting members.
Filing Requirements
Where a special resolution affects the company's public record (for example, changes to the articles or company name), the company must file a copy with Companies House within prescribed time limits (usually 15 days). This filing ensures that the company's constitutional documents and public register are up to date.
Procedural Steps for Passing Resolutions
Notice of Meeting
A formal notice of general meeting must be provided to all eligible members. For private companies, the statutory minimum is typically 14 clear days' notice unless a shorter period is agreed. Public companies have longer notice requirements, generally 21 days for AGMs and other meetings. The notice must state the date, time, place and the exact text of resolutions to be proposed.
Quorum
A quorum is the minimum number of members who must be present (in person or by proxy) for the meeting's business to be valid. Articles usually specify quorum requirements; if not, default provisions apply. Resolutions may be invalid if passed in a meeting that does not meet the quorum standard.
Voting and Polls
Votes can be taken by a show of hands or by a poll. A poll is a vote counted by share value rather than by individual members present and may be requested by members or required by the articles. Polls are common for special resolutions to ensure the accurate calculation of voting percentages.
Recording and Reporting
Once passed, resolutions must be recorded in minutes retained in the company's statutory books. Special resolutions affecting corporate documents must also be filed with Companies House. Accurate record‑keeping ensures compliance and supports corporate governance.
Practical Implications and Risks
Articles of Association
While statutory minimum thresholds apply, a company's articles may require higher voting thresholds or additional procedures for specific decisions. Articles cannot override statutory thresholds where the law prescribes a particular type of resolution, but they may set out enhanced internal governance standards.
Dispute and Challenge
Resolutions may be challenged if procedural requirements - such as notice, quorum, voting eligibility or correct wording - are not met. Companies should follow formalities carefully to avoid legal disputes or claims for invalid resolutions.
Minority Protection
Special resolutions provide minority shareholders with protection against major decisions being made by a narrow majority. By requiring a 75% supermajority, the law ensures broader approval for decisions that fundamentally affect the company.
Common Questions
Can written resolutions replace meetings?
Yes, private companies can use written resolutions for both ordinary and special resolutions, provided the voting thresholds are met and, for special resolutions, the text clearly states it is a special resolution. However, written resolutions cannot be used for certain statutory decisions requiring meetings (for example, removal of a director in some contexts).
Do votes abstained from count?
Abstentions typically mean those votes are not counted as ‘for' the resolution; only votes actually cast for or against are counted in calculating whether thresholds have been reached. Articles may clarify treatment of abstentions.
What if quorum is not met?
If a meeting is not quorate, it cannot validly pass resolutions. The meeting may need to be adjourned and reconvened with appropriate notice to achieve quorum.
Final Thoughts
Passing ordinary and special resolutions is a fundamental aspect of company governance in England and Wales. Ordinary resolutions, requiring a simple majority, are used for routine corporate decisions, while special resolutions - requiring at least 75% approval - are reserved for significant constitutional or structural changes. Companies must follow statutory and article‑based procedural requirements when calling meetings, issuing notices, conducting votes and recording outcomes. Understanding threshold rules, meeting formalities and filing obligations ensures that shareholder decisions are valid, enforceable and supportive of effective corporate governance.
