Jurisdiction(s):
United Kingdom

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Key definition

Ordinary resolution definition

What does Ordinary resolution mean? An ordinary resolution is a decision of a company’s members (shareholders) approved by a simple majority. In practice, it is used for routine or non-constitutional matters and can be passed at a general meeting or by written resolution. Under the Companies Act 2006 (UK) and the Companies Act 2014 (Ireland), an ordinary resolution passes with more than 50% of the votes cast at a meeting, or a simple majority of the eligible voting rights on a written resolution. Where statute requires a resolution but does not specify its type, an ordinary resolution will suffice unless the articles of association...

Subsidiary ordinary resolution approving payment to holding company director for loss of office or retirement on share transfer arising from a takeover bid, under UK Companies Act 2006 s219.

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Precedents

Ordinary resolution

That, under section 219 of the Companies Act 2006, approval be granted for the Company to pay [ insert amount ] to [ insert name of director ], a director of [ insert name of Holding company ], in connection with the [ proposed ] transfer of shares in the Company arising from a takeover bid by [ insert name of bidder ], on any of the following bases:

as compensation for their loss of office at [ insert name of holding company ];
as compensation for their loss of [ insert details of circumstances described in s 215(1)(b) CA 2006 ];
as consideration [ for OR in connection with ] their retirement from office as director of [ insert name of holding company ];
as consideration [ for OR in connection with ] their retirement from [ insert details of circumstances described in s 215(1)(d) CA 2006 ].

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Web page updated on 22/05/2026

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