Section 283 | Special resolutions

(1)A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.

(2)A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members (see Chapter 2).

(3)Where a resolution of a private company is passed as a written resolution—

(a)the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and

(b)if the resolution so stated, it may only be passed as a special resolution.

(4)A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of the votes cast by those entitled to vote.^F1

(5)A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person, by proxy or in advance (see section 322A) on the resolution.^F2

(6)Where a resolution is passed at a meeting—

(a)the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and

(b)if the notice of the meeting so specified, the resolution may only be passed as a special resolution.