Everything about Extraordinary Resolution totally explained
In
business or commercial law, an
extraordinary resolution or
special resolution is a
resolution passed by the
shareholders of a
company by a greater majority than is required to pass an
ordinary resolution. The precise figures vary in different countries, but commonly an extraordinary resolution must be affirmed by not less than 75% 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 stature. For example, in the
United Kingdom, to wind up a company voluntarily on the ground that it can't by reason of its insolvency continue its business, requires an extraordinary resolution.
However, in certain circumstances a company may wish to amend its
constitutional documents to provide that an extraordinary resolution needs to be passed prior to the company engaging in any reserved matters, purely as a matter of internal organisational control.
Footnote
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