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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,...

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Precedent special resolution authorising market purchases of own shares by a UK-listed company (Companies Act 2006) with explanatory notes – pre-29 July 2024 UK Listing Rules

Precedents
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A major overhaul of the UK listing framework took effect on 29 July 2024, removing premium and standard listing segments and replacing them with a single listing category for equity Shares in commercial companies. The commercial companies category is disclosure-led and sits alongside listing categories, such as shell companies, secondary listing and closed ended investment fund categories. To implement these changes, a new UK Listing Rules sourcebook came into force, and the previous Listing Rules sourcebook was revoked. This represents a significant restructuring of the regime. For more details, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent sets out the listing regime as it was prior to 29 July 2024...

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Web page updated on 22/05/2026

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