s283 Companies Act 2006

Section 283 of the Companies Act defines a Special Resolution (SR). Unlike ordinary company business, which usually requires a voting majority of over 50%, an SR involves a majority of 75%. 

If a special resolution is proposed, it must be identified, either within the proposal itself or in the meeting notice, so members are aware. 

28 day’s notice must be given to the company of the meeting at which the special resolution is going to be moved under section 312 Companies Act 2006. Notice must be given to members at the same time if it is reasonably practicable to do so or no later than 14 days before the meeting if it isn’t. 

The Companies Act defines circumstances where it is appropriate to have a higher voting percentage of members, including, changing the company name, amending the articles of association, and the voluntary winding up of the company. 

A company’s articles of association may also define other scenarios or transactions requiring a minimum 75% vote.

Our specialist commercial litigation team act in shareholder disputes across the country especially involving section 994-996 companies act 2006 and allegations of unfair prejudice. Understanding the companies act, the meaning, effect and impact of resolutions is critically important and is niche legal advice. If you are involved in a dispute and require assistance in this sphere don’t hesitate to contact a member of our team; we act nationally and would love to help you.