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

Zentra Co has a constitution that is silent on the matter. The directors wish to alter the company's articles of association. Which type of resolution is generally needed under the model Global rules for this change?

A special resolution of the members, needing at least 75% of votes cast, is required to alter the articles. An ordinary resolution, requiring only a simple majority, is not enough, and directors cannot alter the articles by a board resolution alone.

  1. AAn ordinary resolution passed by a simple majority of votes cast
  2. BA special resolution passed by at least 75% of votes castCorrect
  3. CA unanimous written agreement of all directors only
  4. DA resolution of the board passed by a simple majority

Explanation

Altering the articles is a constitutional change, which requires a special resolution of members, passed by at least 75% of the votes cast. An ordinary resolution needs only more than 50%, so it is insufficient. Board resolutions do not replace member approval for amending the constitution.

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