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Special Company Resolution

Special Resolution Definition: … “Special Company Resolution means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution.”

The Difference Between an Ordinary Resolution and a Special Resolution.  An ordinary resolution is refers to a resolution, passed by the members of the company by a bare majority. … There are two types of resolutions, which is needed to be passed in different situations, they are an Ordinary Resolution and Special Resolution.

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Special Company Resolution

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This information is not legal information provided by Precedents Online or it’s Authors.  It is for General Information only and to be used accordingly.

A Company Special Resolution

A ‘special resolution’ is defined in section 9 of the Corporations Act as one that is
passed by 75% (ie, at least three quarters) of the votes cast by shareholders
entitled to vote (either on a show of hands at the meeting or by the inclusion of
proxies if on a poll) being in favour of the resolution.
Requirement for Special Resolution
Items requiring a special resolution include:
 amending or changing the constitution (sec.136)
 adopting a new company name (sec.157)
 changing the company type (sec.162)
 selective share buy-back* (sec.257D)
 any changes to share capital and/or shareholders’ rights
being matters where either the Act or a company’s constitution require a special
resolution for any change; and
 usually, also, any change to a formal shareholder/s agreement (even
though such may not specifically relate to or be covered by provisions
of the Act or the constitution).
Wording of Special Resolution
A notice of meeting which includes any special resolution must, under sec.249L(c),
specifically set out the intention to propose the special resolution and state the actual
words of the resolution.
However, in a recent situation where lawyers drafted the AGM Notice they included
the introductory words to a resolution: “To consider and, if thought fit, pass the
following Special Resolution with or without amendments:”. I challenged the lawyers
on this, suggesting it was outside the scope of sec.249L(c) and they responded
“……..the introduction of the words ‘with or without amendments’ into the resolution is
intended to provide the Company with the flexibility to make any adjustments to the
resolution as may be required in the meeting, to enable it to be approved by
shareholders. It will not however, as foreshadowed by you, enable the Company to
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amend the substantive part of the resolution. However, we shall remove it in this
instance………”. So, am I right?
Other Matters
The resolution wording is, of course, in addition to the other information required to
be provided in a notice of a meeting including the place, date and time of the
meeting, the general nature of the meeting’s business and information about proxy
votes where applicable – sec.249L(a), (b) & (d).
Shareholders voting ‘on a show of hands’ at a meeting may include those attending
as proxy, attorney or corporate representative – unless specifically not allowed by the
In most cases, the passing of a special resolution must be lodged with ASIC on Form
205 Notification of Resolution or Form 2205 Notification

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