Section 281

A resolution of the members (or of a class of members) of a private company must be passed— as a written resolution in accordance with Chapter 2, or at a meeting of the members (to which the provisions of Chapter 3 apply). A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply). Where a provision of the Companies Acts— what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity). requires a resolution of a company, or of the members (or a class of members) of a company, and does not specify what kind of resolution is required, Nothing in this Part affects any enactment or rule of law as to— things done otherwise than by passing a resolution, circumstances in which a resolution is or is not treated as having been passed, or cases in which a person is precluded from alleging that a resolution has not been duly passed.

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Source: legislation.gov.uk · retrieved 2026-09-04