283Special resolutionsU.K.
(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 [F1not less than 75% of the votes cast by those entitled to vote.]
(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 [F2in person, by proxy or in advance (see section 322A)] on the resolution.
(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.
Textual Amendments
F1Words in s. 283(4) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 2(2) (with application as stated in reg. 1(2))
F2Words in s. 283(5) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 5(2) (with application as stated in reg. 1(2))