Monday, 18 January 2021

When is an ordinary resolution required

What is ordinary resolution? Is special resolution required? When is a special resolution effective?


In business or commercial law in certain common law jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature. The company articles will normally state if a resolution is required for a certain decision and may also determine the type of resolution needed (eg ordinary or special ).

An ordinary resolution is used for routine business where a simple majority of shareholders is needed to approve a change. The majority of changes made within a company will require an ordinary resolution. Examples of such changes include the removal of a director from office or the termination of the appointment of an auditor.


Ordinary Resolution is one wherein simple majority is required to move the resolution at the general meeting. In the ordinary resolution, consent of at least members, is required for the resolution to be passed. This document sets out the required wording of the ordinary resolution.


Written resolutions – Used when a general meeting is not required to pass an ordinary resolution or special resolution.

Shareholders must sign a written resolution to cast their votes. It is passed by a simple majority of those voting, in person and by proxy, or of shares voted by way of a poll. Most standard business conducted at AGMs is carried out by an ordinary resolution. A written resolution is passed by a simple majority if. For example, if there are ten directors, you will need the agreement of at least six directors for the matter to be decided favourably.


A company is still required to hold an AGM within months of its incorporation. Nothing in this Part affects any enactment or rule of law as to— (a) things. Certain types of business require special notice to be given. When this has been done the resolution is decided by a simple majority of those voting.


A resolution is an agreement that anything over a certain number or percent of votes by directors or shareholders for a proposition will be required before it can be accepted. The board of directors are responsible for the day to day running of a company. A board resolution is a formal decision made by the board concerning one of these matters.


However, days is usually required in order to pass a special resolution , unless of the members of the company agree to shorter notice. No separate resolution needed. Use this form to give notice of a special, written or ordinary resolution.


Unless the Act or the Articles specify that a special resolution is required , wherever the approval of shareholders is required an ordinary resolution will suffice.

Special, written or ordinary resolution. They may be simply done by a show of hands at a meeting. Some decisions, for example. Ordinary resolutions are used for most routine changes, for example, increasing a company’s share capital. Under the old procedure, every member was required to consent.


General meeting (GM) requires days notice, and ordinary resolution requires days notice. Does this mean that we can call for GM and send days notice. After this, can we send additional agenda concerning ordinary resolution during next week (so we fit in days notice?) How do these periods (and days) match? The precise figures vary in different countries, but commonly an extraordinary resolution must be affirmed by not less than of members casting votes, whereas an ordinary resolution only requires a bare majority.


Extraordinary resolutions are generally only required in certain specific situations required by statute. Alternatively, a shareholder decision, whether an ordinary or special resolution , can be passed by a resolution in writing in lieu of a meeting, subject to two exceptions - see 4. On condition that there is no requirement under the Companies Ordinance or the memorandum and articles of association of the company, the motion must be passed by special resolution , an ordinary resolution is sufficient. A simple majority by shareholders or members of a company can be deemed as a pass of an ordinary resolution.


Detailed answer for question - In case of Re-appointment of independent director for second term, whether ordinary or special resolution is required.

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