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Sections 191 to 198 of the set out the provisions in relation to special resolutions and ordinary resolutions.

A special resolution requires a 75% majority of the votes cast by the members entitled to vote. An ordinary resolution is defined in the act as a resolution passed by a simple majority of the votes cast by the members entitled to vote, to be voted in person or by proxy at a general meeting of the company.

A written resolution under the act can be either a special or an ordinary resolution. Please refer to sections 193 and 194 of the act for further details.

Unanimous written resolution (section 193)

A unanimous written resolution is one in writing, signed by all the members of a company that are, for the time being, entitled to attend and vote. Previously, under the Companies Acts 1963-2013, this written resolution could only be used where the company’s articles specifically provided for it.

A resolution to remove an auditor or director cannot be passed by unanimous written resolution.

Majority written resolution (section 194)

A majority written resolution can be used in relation to an ordinary or a special resolution, and the requirements vary according to the requisite majority.

A majority written resolution takes effect later than a written resolution unanimously passed.

A majority written ordinary resolution takes effect seven days after the last signature, whereas a majority written special resolution takes effect 21 days after the final signature, unless members waive that right under section 194(10) of the act or the resolution specifies a certain date upon which the resolution is passed.

A majority written resolution cannot be used by public limited companies (PLC), by companies limited by guarantee (CLG), or by unlimited companies (ULC/PUC/PULC).

A resolution to remove an auditor or director cannot be passed by majority written resolution.

In a majority written ordinary resolution, the requisite majority of members means a member or members who alone or together, at the time of the signing of the resolution concerned, represent more than 50% of the total voting rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company.

In a majority written special resolution, the requisite majority of members means a member or members who alone or together, at the time of the signing of the resolution concerned, represent more than 75% of the total voting rights of all the members who, at that time, would have the right to attend and vote at a general meeting of the company.

The resolution can consist of several documents in like form, each signed by one or more members.

Single member companies

A single member company is simply a company that has a sole member. All powers exercisable by a company in general meeting are exercisable by the sole member without the need to hold a general meeting. This does not apply, however, to the power to remove an auditor. The resolution would then be submitted to the CRO within 15 days.

A copy of a special resolution is required, under section 198 of the act, to be submitted to the CRO within 15 days of the passing. Form G1 continues to be used for this purpose.

Resolutions that need to be submitted to the CRO (this is not an exhaustive list) include:

• Resolutions that are required by the act or a company’s constitution to be special resolutions,
• Resolutions that would have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions,
• Resolutions or agreements that have been agreed to by all members of some class of shareholder but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholder though not agreed to by all those members,
• Resolutions increasing or decreasing the authorised share capital (if any) of a company,
• Resolutions conferring authority for the allotment of shares,
• Resolutions that a company be voluntarily wound up,
• Resolutions attaching rights or restrictions to any share,
• Resolutions varying any such right or restriction to a share,
• Resolutions classifying any unclassified share,
• Resolutions converting shares of one class into shares of another class, Resolutions converting share capital into stock, and resolutions converting stock into share capital.