Question
What is the difference between an ordinary and a special resolution?
Answer
Bottom line: An ordinary resolution needs a simple majority; a special resolution needs at least 75% in favour.
1. Ordinary resolution
Votes in favour exceed votes against (over 50%) — used for routine matters like adopting accounts or appointing auditors.
2. Special resolution
Votes in favour are at least three times the votes against (75%), with the intention stated in the notice.
3. When special is needed
Altering the MOA or AOA, changing the name, reducing capital, buy-back and private placement.
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This answer is general information based on the law as it stood when written and is not professional advice on your specific situation. Verify the current position and consult a qualified professional before acting. See our disclaimer.