A special resolution is a resolution of the company’s shareholders that requires, in most circumstances, at least 75% of the votes cast by shareholders in favour of it in order to pass. Use this document for decisions that require a special resolution and for when the board came together to ratify the decision and vote on the proposed resolution.
Broadly speaking, resolutions of the board of directors and the shareholders may be adopted in one of two ways: (i) at a meeting by way of a vote (whether on anonymous voting cards, a poll, by show of hands or otherwise); or (ii) written round-robin resolutions. One of the many innovative features of the Companies Act, 2008 (the “Act”) is that it has brought the corporate decision-making procedure in line with modern business practice by expressly allowing for the adoption of resolutions by way of a round-robin method.
Ensure that the resolution falls within the ambit of your board’s decision-making capacity as contained within your founding documents.