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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,...

Special resolution authorising capital payment for off-market purchase of own shares by a private company (Companies Act 2006, Part 18, Chapter 5; s714)

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Precedents

Special resolution

That approval is given for the payment of £[ insert amount ] out of the Company’s capital to enable the Company to acquire from [ insert name of seller ] [ insert number ] [ insert class ] shares, each with a nominal value of [ insert nominal value ], in the capital of the Company, under the [ draft ] contract [ to be made OR dated [ insert date ] ] [ (laid before the meeting and initialled by the Chair for the purpose of identification) OR (attached to this written Resolution) ], provided that such approval is not given before the date on which the directors of the Company make their statement for the purposes of section 714 of the Companies Act 2006 and is given no later than [ insert a longstop date, being no more than one week after the date of the directors’ statement given in accordance with section 714 of the Companies Act 2006 ]...

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Web page updated on 22/05/2026

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