Ordinary Resolutions & Special Resolutions

Posted in Company Secretarial
Ordinary Resolution or Special Resolution

We often advise on and clear up the confusion that exists with company resolutions.

A resolution is just a formal name for a decision made at a meeting of a company (AGM or EGM) and a written resolution formally outlines the decision made by the members of the company.

Special Resolutions and Ordinary Resolutions are governed by Sections 191-198 of the Companies Act 2014.

Ordinary Resolution

An Ordinary Resolution deals with the standard actions typically associated with running a company and needs a simple majority under the Companies Act 2014, which is not less than 50% of the voting members approving the resolution. It comes into force after 7 days. Most Ordinary Resolutions do not need to be filed with the Companies Registration Office (CRO).  Exceptions to this include resolutions to increase the authorised share capital or authorising the directors to allot shares.

Special Resolution

A Special Resolution deals with the special or unusual decisions a company takes and needs not less than 75% of voting members approving the resolution. It comes into force after 21 days. After a Special Resolution has been passed a company is required to file a copy of it with the CRO within 15 days of when passed.

Directors Resolution

A Directors Resolution is the formal record of a decision made by the directors of a company usually on matters outside the ordinary day-to-day running of the company. The scope of what decisions can be covered by a Directors Resolution along with the director’s powers are set internally by the company.

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