Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
116. Provisions as to extraordinary and special resolutions
Official textFrom Attorney General's Chambers, unchanged
A resolution shall be an extraordinary resolution when it has been passed by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given.
a
A resolution shall be a special resolution when it has been passed by such a majority as is required for the passing of an extraordinary resolution and at a general meeting of which not less than 21 days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given:
Provided that, if all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than 2 1 days' notice has been given.
At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(Repealed by S 44/2017).
( 5 ) (Repealed by S 44/2017).
For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by this Act or the articles.
articles
"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
Right to demand poll [s 441201 71 116A.
Any provision in the memorandum or articles of a company
memorandum
"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
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shall be void in so-far as it would have the effect -
of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting;
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Companies
@)
of making ineffective a demand for a poll on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting that is made -
by not less than five members having the right to vote at the meeting;
by a member or members representing not less than 5 per cent of the total voting rights of all the members having the right to vote at the meeting; or
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5 per cent of the total sum paid up on all the shares conferring that right.
Notwithstanding subsection (l)@), where any provision of the memorandum and articles of a company incorporated before 31st March 2017 is void under subsection (l)@)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting may be made -
by a member or members representing not less than 5 per cent of the total voting rights of all the members having the right to vote at the meeting; or
@)
by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5 per cent of the total sum paid up on all the shares conferring that right.
Terms defined in s 2
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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