Ordinary resolution meaning

Appointment flowchart This Checklist explains the actions the directors or the company must take to appoint an administrator via the out-of-court route under paragraph 22 of Schedule B1 of the Insolvency Act 1986 (IA 1986). Several criteria must be satisfied and specific steps completed. For fuller guidance, refer to these Practice Notes, to be read alongside this Checklist: Out-of-court administrator appointments—who can appoint and in what circumstances? Out-of-court administration appointments by a company or its directors—the procedure For a snapshot, the flowchart below outlines the core steps. It assumes the company is not regulated by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA), although the Checklist does include the extra actions needed where regulation applies. Appointment checklist Step/action — Time (days) — Section/rule Pre-appointment If the company is to make the appointment, it may either pass a written resolution or convene a general meeting to vote to appoint an administrator by ordinary resolution......

This Checklist summarises guidance on pursuing a ‘UK GDPR claim’. It draws on the United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (UK GDPR), together with the Data Protection Act 2018 (DPA 2018) legislation. Where the EU has jurisdiction, proceedings are governed by the EU’s General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR). UK data protection rules—most notably Assimilated Regulation (EU) 2016/679 (UK GDPR)—originate to a large extent from EEA data protection frameworks and, as a result, generally rest on comparable principles, although some provisions differ slightly in detail. In the UK, ‘assimilated law’ denotes retained EU law (REUL) that continues to have effect after the end of 2023 and remains in force, for example the UK GDPR legislation. Re-labelling REUL (and related terminology) as assimilated law signals a shift in its status and handling in UK law, in practice, meaning it is now generally construed by reference to ordinary domestic legal standards and principles...

This Checklist sets out three principal tables: Matters designated as ordinary resolutions under the CA 2006 Resolutions that are commonly approved as ordinary resolutions Ordinary resolutions that must be filed with Companies House Ordinary resolutions The Companies Act 2006 (CA 2006) identifies specific matters that must be decided by ordinary resolution (that is, a simple majority) of a company’s members, for example the removal of a director. CA 2006 also sets out matters that must be achieved by special resolution of the company, or where a 75% threshold applies. Where CA 2006 requires that something is to be done by passing a resolution but does not state the category of resolution, an ordinary resolution will be sufficient, unless the articles of association require a greater majority or unanimity...

Farol Holdings Ltd and others v Clydesdale Bank plc and National Australia Bank [2024] EWHC 593 (Ch) What are the practical implications of this case? This decision once more underscores, quite starkly, the obstacles borrowers encounter when pursuing misrepresentation actions against banks in court in the absence of regulatory safeguards or oversight. On the construction issue, Zacaroli J was significantly swayed by the proposition that, as recompense for borrowers ending their loans prematurely, the bank is entitled to recover the full ‘lost bargain’ value: the fixed interest it would have earned across the unbroken term, less the market floating rate available on the break date. As a stand‑in for that amount, the judge adopted the mark‑to‑market figure of the back‑to‑back hedges Clydesdale executed with its related entity, National Australia Bank (NAB). A notable oddity of this reasoning is that it leaves the borrowers’ contractual option to terminate early with meagre worth, and in practice treats them as ordinary contract breakers; as though they had entered interest rate swaps....

Gotti v Perrett [2025] EWCA Civ 1168 What are the practical implications of this case? The circumstances addressed in this judgment, and the issues it engages, are out of the ordinary and unlikely to feature frequently. Nevertheless, as the Court of Appeal remarked when granting permission for this second appeal, the issuing of a claim form is fundamental to civil litigation in this jurisdiction. Accordingly, it has wider resonance to recognise that a pre-action application for injunctive relief amounts to ‘proceedings’ for various purposes under the CPR. It is also of note that the power in CPR 3.10 to remedy procedural errors is sufficiently expansive and effective to allow an application notice to be treated as a claim form. What was the background? The appellant, the founder of a nationwide cosmetic surgery business, became embroiled in a dispute with the respondent, an independent advocate for cosmetic surgery patients. The respondent posted a series of comments on social media which the appellant found objectionable...

On 6 February 2025, Advocate General Spielmann delivered his formal opinion in the case of European Data Protection Supervisor v Single Resolution Board. He examined the legal question of whether pseudonymised data constitutes personal data when held by a third-party recipient who lacks the additional details needed to re-identify individuals, and also lacks any legal means to access those details. Helpfully, the opinion adopts the view that such pseudonymised information should not automatically be regarded as personal data by that recipient where the prospect of re-identification is 'non-existent or insignificant'. Background In 2017, the EU's Single Resolution Board ('SRB') placed the Spanish lender, Banco Popular Español SA ('BP'), into resolution and transferred BP's shares and capital instruments to Santander as part of a rescue package. Deloitte was subsequently appointed to assess whether BP's shareholders and creditors would have received better treatment if BP had entered ordinary insolvency proceedings, rather than being placed under a resolution scheme. The SRB then invited shareholders and creditors to express their interest in...

The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 (IA 1986), the company may proceed by way of a members’ voluntary liquidation (MVL). For further information, see Practice Note: What is a members’ voluntary liquidation and when is...

STOP PRESS: The Supreme Court decided in R (on the application of Worcestershire County Council) v Secretary of State for Health and Social Care [2023] UKSC 31 that responsibility for section 117 Mental Health Act 1983 aftercare rests with the authority for the area in which the individual was ordinarily resident prior to the admission. This still holds even where accommodation had been arranged by another local authority under an earlier section 117 obligation. For commentary, see News Analysis: Ordinary Residence and Mental Health Aftercare Services (R (Worcestershire County Council) v Secretary of State for Health and Social Care) and Supreme Court confirms duty to provide after-care services ends when a person is re-detained for treatment (R (on the application of Worcestershire County Council) v Secretary of State for Health and Social Care), LNB News 10/08/2023 41. A local authority is also under a duty to assess whether an adult has needs for care and support where it appears to the authority that they may have such needs...

This Practice Note introduces freezing injunctions, explaining what they are and the different types that can be applied for. For guidance on making and responding to an application for a freezing injunction, see the following resources listed in this section: Practice Note: Freezing injunctions—the application Practice Note: Freezing injunctions—the draft order Applying for a freezing injunction—checklist Responding to a freezing injunction—checklist Precedent: Affidavit in support of a freezing injunction Precedent: Affidavit in opposition to the continuation of a freezing injunction granted without notice For examples of judgments addressing these principles in more detail, see the following Practice Notes listed below: Freezing injunctions—illustrative decisions Freezing injunctions—key and illustrative decisions (2020–2024) [Archived] What is a freezing injunction? A freezing injunction (or freezing order) is an interim order restraining a respondent from taking assets out of the jurisdiction (ie England and Wales) and/or from dealing with assets wherever they are situated (CPR 25.1(1)(f)). Freezing...

That [ insert name of proposed director ] and [ insert name of director ], having agreed to serve, are appointed as directors of the Company [ to take effect at the close of this meeting OR to take effect from [ insert date ] ]...

ORDINARY RESOLUTION [ That approval be given, in accordance with section 198 of the Companies Act 2006, for a quasi-loan in the sum of [ insert amount of quasi-loan ], to be advanced by [ insert name of subsidiary company ] to [ insert name of director ], a director of the Company. OR That the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ] in relation to a quasi-loan of [ insert amount of quasi-loan ] by [ insert name of person who has given or is giving the quasi-loan ] to [ insert name of director ], a director of the Company, be authorised pursuant to section 198 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be authorised in accordance with section 203 of the Companies Act 2006. ]...

Ordinary resolution That the directors’ remuneration report, excluding the section comprising the directors’ remuneration policy as set out and shown on pages [ insert page no ] to [ insert page no ], as included within the Company’s annual accounts and reports for the financial year ended [ insert date ], hereby be received and approved...