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ACCA Applied Skills · Corporate and Business Law (Global) · Company meetings and resolutions

Calder Ltd has a quoted-style meeting where a poll is validly demanded on an ordinary resolution. The company has 1,000 voting shares. Shareholders holding 480 shares vote in favour, 400 vote against, and 120 shares are not voted. What is the outcome?

The resolution passes. An ordinary resolution requires more than half of the votes actually cast, not of all issued shares. With 480 of 880 votes cast in favour, the majority is met and the unvoted 120 shares are disregarded.

  1. AThe resolution fails because it did not receive more than 50% of all issued voting shares
  2. BThe resolution passes because a simple majority of votes cast was in favourCorrect
  3. CThe resolution passes only if the 120 unvoted shares are treated as votes in favour

Explanation

An ordinary resolution needs a simple majority of votes cast. Votes cast are 880, and 480 in favour is about 54.5%, so it passes. Shares not voted are ignored, so the first option wrongly uses all issued shares as the base.

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