Special resolution
Under the Companies Act 2006, a special resolution generally requires at least 75% under the applicable voting procedure. The denominator depends on whether it is passed at a meeting or by a permitted written resolution: for example, written resolutions use the total voting rights of eligible members, while votes at a meeting are calculated under the relevant method. The resolution must be identified as special in the required notice or written text. Check company type and any additional legal or constitutional requirements.
Worked example
At a properly convened meeting on a poll, 80 votes support and 20 oppose a special resolution. On these simplified votes cast, 80% support satisfies the 75% threshold, subject to all other requirements.
Common mistake
Applying a simple majority to a special resolution, or using votes cast as the denominator for a written resolution without checking the statute.
Where it appears in your exams
| Qualification | Exam | Relationship | Period |
|---|---|---|---|
| ACCA | LW (ENG) | Direct | September 2026–June 2027 |