ACCA Applied Skills · Corporate and Business Law (Global) · The formation and constitution of a company
Delmar Ltd's articles contain a provision allowing the directors to refuse to register any share transfer. The members now wish to amend the articles to remove this restriction. Which is the usual requirement for amending articles?
Articles are normally amended by a special resolution, which requires a majority of at least 75% of votes cast. A simple majority is not enough, and unanimity is not required unless the provision has been specially entrenched.
- AAn ordinary resolution passed by a simple majority of members
- BA special resolution passed by at least 75% of votes castCorrect
- CA unanimous written agreement of all members and directors
Explanation
Articles are normally altered by special resolution, which needs at least 75% of the votes cast. An ordinary resolution (over 50%) is insufficient and unanimity is not required unless the articles or law entrench the provision.
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