Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Special resolution definition

What does Special resolution mean? A special resolution is a members’ decision requiring a super‑majority, used for fundamental company changes. In the UK it is defined in section 283 Companies Act 2006: at a general meeting it passes if at least 75% of the votes cast by members entitled to vote are in favour; for private companies, a written special resolution requires members holding at least 75% of the total eligible voting rights (public companies cannot use written resolutions). The meeting notice must state the intention to propose the resolution as a special resolution. Common uses include altering the articles of association, changing the company’s name,...

UK bank and building society resolution: SRR rationale, scope, triggers, stabilisation tools and related measures (bail-in, depositor preference), guidance, and reforms including the Bank Resolution (Recapitalisation) Act 2025

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

The economic and legal backdrop

Ordinary corporate insolvency regimes were ill-suited to troubled banks. Notably:

the insolvency practitioners appointed to conduct proceedings were under no obligation to factor in broader public policy goals connected to preserving overall financial stability
banks are exposed to crises of confidence, so swift resolution and prompt intervention are particularly critical
depositors, unlike the creditors of an industrial firm:
- are many in number
- are not professional market actors, and
- whose claims on the bank, as ‘money’, play a significant role in the broader functioning of the economy
a banking failure can generate very serious external effects for the overall stability of the financial system

Before the measures outlined in this Practice Note were introduced, some bank resolution tools existed—such as public sector capital and liquidity injections, and guarantees of liabilities too. On their own, they were insufficient to manage the aftermath of the 2008 sub-prime crisis...

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Web page updated on 22/05/2026

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