Section 281: Resolutions

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 13: Resolutions and meetings — Chapter 1: General provisions about resolutions

A resolution of the members (or of a class of members) of a private company must be passed—

as a written resolution in accordance with Chapter 2, or
at a meeting of the members (to which the provisions of Chapter 3 apply).

A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).

Where a provision of the Companies Acts—

requires a resolution of a company, or of the members (or a class of members) of a company, and
does not specify what kind of resolution is required,

what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).

Nothing in this Part affects any enactment or rule of law as to—

things done otherwise than by passing a resolution,
circumstances in which a resolution is or is not treated as having been passed, or
cases in which a person is precluded from alleging that a resolution has not been duly passed.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.