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

Kora Ltd, a private company, has 200 voting shares, each carrying one vote. A written resolution to amend the articles (which needs a special resolution) is circulated to all eligible members. Members holding 140 shares sign and return agreement. What is the position?

The resolution fails. A special resolution requires at least 75% of the eligible votes, and 140 out of 200 is only 70%. A simple majority is enough only for an ordinary resolution, and the count is based on all eligible votes, not just replies.

  1. AThe resolution is passed because 70% of eligible votes agreed, which is more than a simple majority
  2. BThe resolution is not passed because 140 of 200 is 70%, below the 75% needed for a special resolutionCorrect
  3. CThe resolution is not passed because written resolutions cannot be used to amend articles
  4. DThe resolution is passed because only members who respond are counted

Explanation

A special resolution needs at least 75% of eligible votes. 140/200 = 70%, which is below 75%. Option A applies the ordinary resolution threshold wrongly. Articles can be amended by written resolution, so option C is wrong.

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