Ordinary vs Special Resolutions: Which Vote (and When) in the UK?

When people say “we need shareholder approval”, what they really mean is: “we need a resolution”. In the UK, most shareholder decisions are passed either as an ordinary resolution (simple majority) or a special resolution (75% majority and extra formalities). They sound similar, but choosing the wrong one can mean the decision is ineffective, you can’t file what you need to at Companies House, or you end up re-running the process.

This guide explains the difference in plain English, when you need each type of vote, and the practical steps that tend to trip companies up.

First: what is a “resolution” anyway?

A resolution is a formal decision of the company’s members (usually shareholders). It’s how shareholders approve actions that the law, the company’s articles, or a shareholders’ agreement says must be approved by members.

Some resolutions are passed at a general meeting. For private companies, shareholder decisions can often be passed using the written resolution procedure, where shareholders sign or approve the decision in writing instead of holding a meeting. Some decisions must be dealt with at a meeting - for example, removing a director can’t be done by written resolution and also has “special notice” requirements.

Ordinary resolution: the “default” shareholder vote

An ordinary resolution is the standard shareholder vote. It’s passed by a simple majority - meaning more than 50% of the votes.

In practice, ordinary resolutions are used for decisions that are important but not usually “constitutional”. Think of them as approvals that don’t fundamentally rewrite the company’s rules or restructure shareholders’ rights.

A classic example people come across is removing a director. That’s done by ordinary resolution, but it comes with extra procedural requirements. Depending on your articles and what’s being proposed, other day-to-day member approvals can also fall into this category.

The key takeaway is that if a decision calls for an ordinary resolution, you’re looking for majority support - but you still need to follow the correct process (notice, voting method, minutes or written record, and sometimes filings).

Special resolution: the “big change” shareholder vote

A special resolution is used for decisions that are more fundamental - the ones that change the company’s constitution, affect shareholder rights, or reshape the company’s structure. A special resolution needs at least a 75% majority.

But it’s not just a higher threshold. A special resolution also requires clear formalities, particularly around how it’s proposed. If you’re holding a meeting, the notice should set out the wording of the resolution and make clear it’s proposed as a special resolution. If you’re using a written resolution, it should be clearly presented and approved as a special resolution.

In other words: with special resolutions, the paperwork matters as much as the vote.

“Which one do I need?” A practical way to decide

In the UK, you usually work this out in three layers.

First, check what the Companies Act requires for the decision you’re making. Some actions are hard-coded (for example, changing the articles is a special resolution matter). Others, like removing a director, are ordinary resolution matters but with special notice requirements.

Second, check your articles of association. Articles often add extra rules: higher thresholds, specific notice requirements, or member approvals for things like share issues, director appointments, or decisions that affect different classes of shares.

Third, check any shareholders’ agreement. This is the one that catches a lot of companies out, especially startups and companies with outside investment. A shareholders’ agreement can require higher consent thresholds, investor consent, or class approval even if the Companies Act would allow something with an ordinary resolution. Legally, you might be able to pass the shareholder resolution - but contractually, you could still be breaching the shareholders’ agreement.

If all three line up, you have your answer. If they don’t, you generally follow the highest threshold and strictest process that applies.

Meeting vs written resolution: does it change the vote?

The voting threshold (ordinary vs special) stays the same whether you use a meeting or a written resolution. What changes is the mechanics.

For private companies, written resolutions are often efficient because you circulate the resolution, shareholders approve it, and you record the outcome. A proposed written resolution usually lapses after 28 days from circulation unless the articles set a different period. At a meeting, the percentage is calculated on votes cast; for written resolutions, it’s calculated by reference to the company’s total voting rights of eligible members.

Meetings are still important in a few situations. Some decisions can’t be done via written resolution, and meetings can also be useful when you need discussion on the record or anticipate disagreement. Your articles can also shape how written resolutions work, including how they’re circulated and how votes are counted.

Don’t confuse “special resolution” with “special notice”

This is one of the biggest sources of confusion.

A special resolution is the 75% vote type. Special notice is a separate procedural requirement for certain resolutions (a common example is removing a director). A resolution can be an ordinary resolution and still require special notice. If you miss the special notice step, you can end up with a challenge to the process even if the vote passed.

So if you’re removing a director, don’t just think “ordinary resolution, 50%+”. Think “ordinary resolution with extra process”.

Do you need to file it at Companies House?

Often, yes - especially for special resolutions.

Special resolutions commonly need to be filed at Companies House, usually within a strict deadline (often 15 days), and some ordinary resolutions also trigger filing depending on what they relate to. A good rule of thumb is that if the decision changes something public-facing about the company - like its constitutional documents - you should expect a filing requirement. If you’re amending the articles, for example, you typically file the resolution and the updated articles.

Because filing requirements vary by decision type, it’s safest to treat filing as its own step: once the resolution is passed, ask whether the decision triggers a Companies House filing and whether any updated documents also need to be lodged.

What “reasonable” thresholds look like in real life

People often ask: “Is 75% really needed for that?” The answer is: sometimes it’s mandatory, and sometimes it’s chosen because it’s meant to reflect a bigger, more structural decision.

Special resolutions are intended to prevent major change on a slim majority. If you’re rewriting the company’s rules, changing shareholder rights, or taking actions that reshape ownership and control, the law generally expects a stronger level of shareholder buy-in.

Ordinary resolutions are for everything else - but “ordinary” doesn’t mean “low stakes”. It just means the law doesn’t treat it as a fundamental restructure of the company’s constitutional framework.

Common pitfalls that cause problems

The most common issue is using the wrong category. If the law requires a special resolution and you pass an ordinary resolution, you don’t have a valid approval - even if shareholders support the outcome - because the type of resolution and formalities still matter.

The next issue is process. For special resolutions, companies often forget to use the right wording and formality in notices or written resolution documentation. For “special notice” situations, companies often run the vote without realising there’s an extra notice step required.

Finally, companies frequently overlook the documents sitting behind the law: the articles and shareholders’ agreement. It’s very possible to be “legally fine” but still in breach of contract with shareholders, which can trigger disputes, investor remedies, or forced unwinds.

Key takeaways

An ordinary resolution needs a simple majority and is used for many standard shareholder approvals. A special resolution needs a 75% majority and is typically reserved for major constitutional or structural decisions, and it comes with tighter formality requirements. Your articles and shareholders’ agreement can raise the bar beyond what the Companies Act requires, and some ordinary resolutions still carry extra process requirements like special notice.

If you would like a consultation on resolutions, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.