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 resolution: Special Resolution Regime tools, preconditions, insolvency routes and 2025 FSCS-funded recapitalisation reforms

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

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Special resolution regime toolkit

The Bank of England (BoE) leads the response when banks, building societies and designated investment firms supervised by the Prudential Regulation Authority (PRA) fail, using a process called Resolution, which is separate from insolvency, and is described in the Bank of England’s approach to resolution (published 15 December 2023). The BoE will trigger resolution where intervention is required to safeguard financial stability. The framework does not aim to prevent all failures; rather, it ensures that, when they occur, they are managed in an orderly way that seeks to avoid deploying public money to prop up failed banks. Under the special resolution regime (SRR), the most suitable tool must be chosen for resolving or winding up a failed bank, including combinations of tools where appropriate. Through secondary legislation implementing the Financial Services Act 2012 and the Bank Recovery and Resolution Directive 2014/59/EU (EU BRRD), the SRR has been extended, with modifications, to building societies and investment firms. In addition, recognised central counterparties (CCPs) are subject to a separate resolution framework introduced by Schedule 11 to the Financial Services and Markets Act 2023...

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Web page updated on 22/05/2026

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