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Ordinary resolution (UK company law)

An ordinary resolution of a company’s members, or a class of members, is passed by a simple majority under Companies Act 2006 section 282. The relevant denominator depends on the voting procedure: a poll at a meeting considers the voting rights of those entitled to vote who do so, while a permitted written resolution considers the total voting rights of eligible members. The company’s constitution and any special legal requirements for the decision must also be checked.

Worked example

At a properly convened meeting, on a poll 60 votes support an ordinary resolution and 40 oppose it. The proposal passes by a simple majority of votes cast, assuming all other procedural requirements are met.

Common mistake

Treating a 50–50 tie as a simple majority, or using votes cast as the denominator for a written resolution without checking the statute.

Where it appears in your exams

QualificationExamRelationshipPeriod
ACCA LW (ENG) Direct September 2026–June 2027