Decisions of a company are made by resolution arrived at through voting.


5/30/20222 min read


Decisions of a company are made by resolution arrived at through voting. The types of resolution include: Ordinary resolution, special resolution and written resolution.

1. Ordinary resolution: This is used for all Ordinary business of an Annual General Meeting. It is also used for special businesses such as Increase of capital; and Removal of a director. It is determined by simple majority vote.

2. Special resolution: This is used for Special Business such as, alteration of the objects clause of the memorandum, to change the name of the company, to alter any provision in the memorandum, to reduce capital, on the authorization of the article of association with the consent of the court, to make the liability of the directors unlimited on the authorization of the articles of association, to effect a winding-up by the court, Winding-up voluntarily, to re-register a private company with a share capital as a public company, to re-register an unlimited company as a private company limited by shares, to re-register a public company as a private company, to reduce any capital redemption fund, to reduce any share premium account, to create reserve capital and to alter the articles of association. It is determined by 75% of the number of the total votes cast.

3. Written resolution: All resolutions shall be passed at general meetings and shall not be effective unless so passed; Provided that in the case of a private company, a written resolution signed by all the members entitled to attend and vote shall be as valid and effective as if passed in a general meeting. In written resolution, no meeting is held.

A public company cannot pass a written resolution at their General meetings. Only private companies can pass written resolution. A written resolution is a resolution passed without a formal physical meeting of members who are entitled to attend and vote. It dispenses with attendance, but the resolution must be duly passed.

Written resolutions must be signed by or on behalf of all the members of the company who at the date of the resolution would be entitled to attend and vote at the meeting. It is achieved by the circulation of the resolution for signature. The date of the resolution is the date when the resolution is signed by or on behalf of the last member of the company required to sign. Any resolution passed this way has the same effect as if it was passed at properly constituted meeting. It is noteworthy that an online voting will produce a written resolution since there is no physical meeting.

NB: This article is not a legal advice, and under no circumstance should you take it as such. All information provided are for general purpose only. For information, please contact chamanlawfirm@gmail.com


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