Shareholders’ resolutions are decisions of a company which have been voted on and approved by members. Voting at general meetings of shareholders is done by a show of hands or by poll. In private companies, a poll is generally only used where it is demanded. Where voting is by a show of hands, the general rule is ‘one member, one vote’, whereas where voting is by poll, the general rule is ‘one vote for each share held’. Provided the articles of association of the company permit (and most do so), both ordinary and special resolutions can be passed in writing if unanimously approved (i.e. signed) by 100% of the members entitled to vote on the matter.

• Ordinary resolutions: An ordinary resolution requires a bare majority (i.e. anything over 50%) of shareholder votes to be passed. In the first place it is passed on a show of hands by the members entitled to vote on such a resolution who are present in person or by proxy. Even where a poll is demanded, only a bare majority of votes is required to pass an ordinary resolution.
• Special resolutions: A special resolution requires a qualified majority of 75% of shareholder votes to be passed. Again, voting can be by a show of hands or, where demanded, by poll. Ordinarily, not less than 21 days’ notice must be given of a meeting where a special resolution is to be voted on. However, a special resolution may be passed at a meeting of which less than 21 days’ notice has been given if:
  • this is agreed to by a majority in number of the members having the right to attend and vote; and
  • the members who agree together hold at least 90% of the voting shares.

In addition, certain special resolutions require extended notice (28 days’), for example, a resolution to remove an auditor or a director.

Filings:  Particulars of all special resolutions passed by a company must be filed with the Companies Registration Office (CRO). Some types of ordinary resolution must also filed with the CRO, including, for example, ordinary resolutions increasing the share capital of a company or resolving that a company be wound up voluntarily.

Filing deadline: A company has 15 days from the date of passing a resolution to make the necessary filing.

Penalties for late filing: The company and every officer of the company (or liquidator, where relevant) who is in default is guilty of an offence and liable to a fine not exceeding €1,904.61.

Contributed by Ruairi Bourke, Deirdre Mooney.

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