Companies Act 2006 s.283 – Special resolutions

(1)A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.

(2)A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members (see Chapter 2).

(3)Where a resolution of a private company is passed as a written resolution—

(a)the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and

(b)if the resolution so stated, it may only be passed as a special resolution.

(4)A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by [^F210not less than 75% of the votes cast by those entitled to vote.^F210]

(5)A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote [^F211in person, by proxy or in advance (see section 322A)^F211] on the resolution.

(6)Where a resolution is passed at a meeting—

(a)the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and

(b)if the notice of the meeting so specified, the resolution may only be passed as a special resolution.

Read section 283 in the full Act → Definitions (3) Cases (8)

Definitions used in section 283

member: (2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .
Defined in Sch.2 Pt.1 · see it in the full Act
company: “company” means a company formed and registered under this Act, that is—

(a)
a company so formed and registered after the commencement of this Part, or

(b)
a company that immediately before the commencement of this Part—
(i)
was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)
was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act; (4) In this section and that Schedule “company” includes any body corporate.
Defined in s.1159(4) · see it in the full Act
written resolution: (1) In the Companies Acts a “written resolution” means a resolution of a private company proposed and passed in accordance with this Chapter.
Defined in s.288(1) · see it in the full Act

Cases considering section 283 (8)

Andrew Bland & Anor v Jeanette Keegan (Re JDK Construction Limited)

[2024] EWCA Civ 934 · 5 August 2024

The court applied the requirement that a special written resolution be passed by at least 75% of eligible voting rights. Julie’s signature was effective because the register showed her as the sole member at the relevant time (see paras [27]-[28]; [76]).

In the matter of C.C.T. Logistics Limited (in liquidation)

[2023] EWHC 1548 (Ch) · 30 June 2023

Applies the requirement for a special resolution to be passed by 75% of members. The 22 June 2021 members’ resolution did not meet that threshold and did not direct the board to request payment.

Uniq Plc, Re

[2011] EWHC 749 (Ch) · 25 March 2011Limits

Confirms that a special resolution cannot be amended where the notice did not include the amended text. The court nevertheless construed the resolution with the circular to correct an evident numerical error (see paras [26]–[29]).

Brent London Borough Council and others (Harrow London Borough Council) v Risk Management Partners Limited[2011] UKSC 7 · 9 February 2011
Triplerose Ltd v Ninety Broomfield Road[2015] EWCA Civ 282 · 27 March 2015
Latter Rain Outpouring Project Limited v Creswell Lindsay Green & Ors[2026] EWHC 1381 (Ch) · 9 June 2026
Vladimir Yanpolsky v Robert Macmillan & Ors[2024] EWHC 3166 (Ch) · 19 December 2024
Solad Sakandar Mohammed & Ors v Sabir Ahmed Ebrahim Daji & Ors[2023] EWHC 2761 (Ch) · 3 November 2023

What each judgment says about section 283 is in the case-law panel in the full Act.

Explanatory note

525.This section provides a definition of a special resolution, whether of the members generally or of a class of the members and whether as a written resolution or as a resolution passed at a meeting. A 75% majority is required. If a resolution is proposed as a special resolution, there is a requirement to say so, either in the written resolution text or in the meeting notice. Where a resolution is proposed as a special resolution, it can only be passed as such. The main difference from the existing definition in section 378(2) of the 1985 Act is that there is no longer a requirement for 21 days’ notice where a special resolution is to be passed at a meeting. The subject matter of section 378(3) of the 1985 Act is now dealt with insection 307(4) to (6) (notice required of general meeting), while the subject matter of section 378(4) and (6) is dealt with in sections 320 and 301 respectively.

All the explanatory notes for the Act

Amendments and notes

2 notes from legislation.gov.uk

Amendments

F210Words in s. 283(4) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 2(2) (with application as stated in reg. 1(2))
F211Words in s. 283(5) substituted (3.8.2009) by The Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), reg. 5(2) (with application as stated in reg. 1(2))