Extraordinary Resolution

An extraordinary resolution is a type of resolution that historically required specific notice and a supermajority vote during a company's general meeting to pass. These resolutions were necessary for critical decisions, such as winding up a company.

Definition

An extraordinary resolution was a formal decision-making process used in company management that required a 14-day notice and a supermajority (75%) vote of those participating in a general meeting to approve. This type of resolution was essential for significant corporate actions and decisions, such as altering the company’s structure or winding up operations.

Under the Companies Act 1985, certain critical company decisions could only be taken by extraordinary resolution. However, the necessity for such resolutions was abolished under the Companies Act 2006, although a company’s specific articles of association might still mandate them.

Examples

  1. Winding Up a Company: If a company decided to cease its operations, an extraordinary resolution was required. Once the shareholders received a 14-day notice, 75% of them needed to vote in favor of winding up for the resolution to pass.

  2. Changing the Company’s Name: A significant change like altering the company’s name often required an extraordinary resolution. Shareholders would be notified 14 days in advance, and a 75% supermajority vote was necessary to approve the name change.

  3. Amending the Articles of Association: Any substantive changes to a company’s governing documents, such as the articles of association, traditionally required an extraordinary resolution, involving at least 75% of the voting shareholders’ approval after a 14-day notice period.

Frequently Asked Questions (FAQs)

What is an extraordinary resolution?

An extraordinary resolution is a formal decision-making process within company management that historically required a 14-day notice and the approval of at least 75% of those voting at the general meeting.

What types of decisions required an extraordinary resolution under the Companies Act 1985?

Decisions such as winding up a company, changing the company’s name, or altering the articles of association required an extraordinary resolution under the Companies Act 1985.

How did the Companies Act 2006 change the use of extraordinary resolutions?

The Companies Act 2006 removed the requirement for extraordinary resolutions, simplifying the decision-making process for certain company matters.

Can a company’s articles of association still require extraordinary resolutions?

Yes, despite the Companies Act 2006 removing the statutory requirement, a company’s specific articles of association may still mandate the use of extraordinary resolutions.

What does a supermajority mean in the context of extraordinary resolutions?

A supermajority means that at least 75% of the voting shareholders need to approve the resolution for it to pass.

  • Resolution: A formal decision taken at a general meeting of the company’s shareholders.

  • Ordinary Resolution: A resolution passed by a simple majority (over 50%) of the shareholders’ votes cast at a general meeting.

  • Special Resolution: A resolution that requires at least a 75% majority of votes cast by shareholders in favor for it to pass, often associated with major decisions.

  • General Meeting: Meetings of the shareholders of a company, which can be scheduled regularly (Annual General Meeting, AGM) or held as special sessions (Extraordinary General Meeting, EGM).

Online References and Resources

Suggested Books for Further Studies

  • Company Law by Alan Dignam and John Lowry: Insights into modern company law principles, including changes from historical practices.
  • Gower and Davies’ Principles of Modern Company Law by Paul L. Davies and Sarah Worthington: Comprehensive guide to contemporary company law, UK statutory frameworks, and governance practices.
  • British Company Law and Corporate Governance by John Armour: Detailed analysis of company law reforms and governance mechanisms in the UK business context.

Accounting Basics: “Extraordinary Resolution” Fundamentals Quiz

### What is the primary characteristic of an extraordinary resolution? - [ ] It requires a simple majority to pass. - [x] It requires a supermajority vote of at least 75%. - [ ] It can be passed without notice. - [ ] It is used for routine company decisions. > **Explanation:** An extraordinary resolution requires the approval of at least 75% of those voting at a general meeting and is used for significant company decisions. ### What type of notice period was typically required for an extraordinary resolution under the Companies Act 1985? - [ ] 7 days - [ ] 10 days - [ ] 21 days - [x] 14 days > **Explanation:** A 14-day notice period was required for extraordinary resolutions under the Companies Act 1985. ### Under which legislative act were extraordinary resolutions a statutory requirement? - [ ] Companies Act 2006 - [x] Companies Act 1985 - [ ] Financial Services Act 2012 - [ ] Insolvency Act 1986 > **Explanation:** Extraordinary resolutions were a statutory requirement under the Companies Act 1985. ### Who needs to approve an extraordinary resolution for it to pass? - [ ] At least 50% of voting shareholders - [ ] Any shareholder attending the meeting - [x] At least 75% of voting shareholders - [ ] The company's board of directors > **Explanation:** An extraordinary resolution requires the approval of at least 75% of the voting shareholders to pass. ### What type of company decision often required an extraordinary resolution? - [ ] Hiring new employees - [ ] Changing the company's name - [ ] Adopting a new marketing strategy - [x] Winding up the company > **Explanation:** Critical decisions such as winding up the company required an extraordinary resolution. ### Have extraordinary resolutions been impacted by the Companies Act 2006? - [x] Yes, the Companies Act 2006 removed the statutory requirement for extraordinary resolutions. - [ ] No, they are still required by statutory law. - [ ] Only for small businesses - [ ] Only for companies listed on the stock exchange > **Explanation:** The Companies Act 2006 removed the statutory requirement for extraordinary resolutions. ### Can extraordinary resolutions still be required today? - [x] Yes, if defined in the company's articles of association. - [ ] No, they can no longer be required. - [ ] Only in mergers and acquisitions - [ ] Only when directed by the board > **Explanation:** Even with the Companies Act 2006 changes, extraordinary resolutions can still be required if they are specified in the company's articles of association. ### What happens if an extraordinary resolution does not receive the required supermajority? - [ ] It can be passed with a simple majority - [x] It fails to pass - [ ] It is deferred to the next general meeting - [ ] It requires executive director approval > **Explanation:** If an extraordinary resolution does not receive the 75% supermajority, it fails to pass. ### Which term best describes a less rigorous company resolution requiring over 50% of the votes? - [x] Ordinary Resolution - [ ] Special Resolution - [ ] Executive Decision - [ ] Corporate Mandate > **Explanation:** An ordinary resolution requires a simple majority (over 50%) to pass, making it less rigorous than an extraordinary resolution. ### What legislative act currently governs company law in the UK? - [ ] Companies Act 1985 - [x] Companies Act 2006 - [ ] Financial Services Act 2012 - [ ] Insolvency Act 1986 > **Explanation:** The Companies Act 2006 is the current legislative framework governing company law in the UK.

Thank you for exploring the fundamentals of extraordinary resolutions with our detailed guide and sample quiz. Continue to expand your financial acumen and company law understanding!


Tuesday, August 6, 2024

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