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I am stuck on where to use the ordinary resolution and special resolution?
Do we have to memorize each situation where these resolutions need to be passed?
And these resolutions can be passed by either public or private companies (or both?)
Thanks for your previous replies 🙂 Have a good day!
Alina ( a lovely Lithuanian name!) no, there’s no need to remember all the situations where each of these resolutions needs to be applied
Take it as though the ordinary resolution is the default category leaving just the special resolutions (and the ordinary resolutions that require special notice) as ones to remember
The special notice ordinary resolutions are just 5 in number – 1 relating to directors and the other 4 relating to auditors so that’s surely easy enough to remember
As for special resolutions – if you consider that, as a generalisation, these are required where there is a change in the constitution of the company, you’ll not go far wrong
The law about the applicability of each type doesn’t distinguish between public and private companies. Having said that, the HUGE majority of private companies won’t have auditors so the 4 ordinary resolutions requiring special notice are largely irrelevant for the private companies
Is that better?
Thanks, BUT I need to know this too.
Could you tell me the 5 situations where ordinary resolution with special notice is used (I know only two such as):
1) Removal of director
2) Removal of auditorPlease mention the rest of it so that I can remember them.
Secondly, I just have to remember that special resolution is used whenever there is a change in the constitution of the company (i.e. articles of association).
BUT I am still stuck that what comes in the constitution of the company such as whether the change in company’s name OR change in memorandum of association?
ANYTHING else that does not need the constitution of the company to be changed then we need ordinary resolution to be passed.
Page 97 of the course notes – ignore the ‘overage director’ situation – the last of 6 identified ordinary resolutions requiring special notice – it no longer applies
Alina, there are approximately 32 matters that require the approval of a special resolution
You can NEVER be asked for the detail of those 32 matters
You are correct in identifying change of name and change of objects. These, I suggest, are the 2 major matters but I’m struggling to find a likely situation where you will need to select ‘special resolution’ as the answer to a multi-choice question. It really is unlikely to happen
Members passing a resolution to apply to the Court for a compulsory winding up would be another. Or passing a resolution to approve the appointment of multiple directors in a single resolution would be another. But, trust me, we’re heading off into fringe areas here
Should you come across a question in the revision kit that you’re using that specifically asks for the appropriate resolution in the circumstances detailed in the question, I would be mightily surprised
But, if you do, please let me know!
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