Guidance

Resolutions

A resolution, is a decision taken by the members of the company in relation to matters concerning the company. It is noted that, alternatively, and based on a relevant provision in the company’s articles of association the decision for the execution of certain changes may be taken by the board of directors.

Types of resolutions

An ordinary resolution is a resolution taken by a simple majority of the members of the company.

A special resolution is the resolution authorized by a majority of not less than three quarters (3/4) of the members entitled to vote in this way, at a general meeting for which appropriate notice of at least twenty-one (21) days was given.

The below decisions require a special resolution from the general meeting:

• amendment of the memorandum of association of the company;
• amendment of the articles of association of the company;
• change of name;
• reduction of share capital;
• reduction of share premium account;
• liquidation by Court;
• voluntary liquidation.

An extraordinary resolution, is a resolution authorised by a majority of not less than three quarters (3/4) of the members entitled to vote in this way.

Unless otherwise provided in the company's articles of association, any other decisions requiring the approval of the general meeting are taken by a majority of members.

It is noted that the day-to-day operation of the company is conducted by its directors during their meetings and, any matters raised are decided by majority, unless it is otherwise provided by the company's articles of association.

Filing of Resolution

The following amendments require the submission of resolution to the Registrar of Companies:

• Amendment to the Memorandum & Articles of Association of a company
• Change of Company’s Name
• Reduction of share capital 
• Reduction of reserved capital 
• Increase of authorised share capital
• Merger
• Consolidation, division, sub-division redemption or cancellation of shares, conversion of shares and re-conversion of a share of capital into shares
• Liquidation by Court
• Voluntary liquidation