Ordinary and Special Resolutions

Decisions of the members at a general meeting are made by a resolution. All resolutions must be passed in accordance with the requirements of the Companies Act and the Articles of Association or the constitution. Most standard business conducted at AGM’s is carried out by an ordinary resolution, which requires a majority in excess of 50% of the voting members.

Special Resolutions

Special resolutions are used to conduct certain business at EGM’s and any special business at AGM’s, such as changes to the Articles of Association or the constitution. A majority of 75% is required for special resolutions.

At least 21 days’ notice must be given in writing of an AGM. In the case of an EGM, 7 days’ notice is required for private companies and 14 days for public companies.

However, 21 days is usually required in order to pass a special resolution, unless 90% of the members of the company agree to shorter notice. The 7 day period for private companies can be shortened where the members and the company’s auditors agree to shorter notice.

Special resolutions and certain other important resolutions must be forwarded by the company to the Registrar of Companies within 14 days of their being passed.

Ordinary Resolutions

Ordinary resolutions generally deal with day to day matters which are of lesser importance and, a simple majority is all that is normally required.