Remedy
Start free

Section 283: Special resolutions

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

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

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%.

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).

Where a resolution of a private company is passed as a written resolution—

the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and
if the resolution so stated, it may only be passed as a special resolution.

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.

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.

Where a resolution is passed at a meeting—

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

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

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