Chapter VII - Management and Administration
Section 114
Section 114: ordinary and special resolutions
Section 114 defines the two kinds of members’ resolutions used throughout the Act: an ordinary resolution passed by a simple majority of votes cast, and a special resolution needing at least three times as many votes for as against.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting. (2) A resolution shall be a special resolution when— (a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution; (b) the notice required under this Act has been duly given; and (c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
Introduction
Both require that the notice required under the Act has been duly given. A special resolution also requires the notice or intimation to state the intention to propose it as a special resolution.
Section 114 came into force on 12 September 2013 under S.O. 2754(E). It has not been amended.
Key takeaways
Ordinary resolution
Votes cast in favour, including any casting vote of the Chairman, exceed votes cast against.
Special resolution
Votes in favour are not less than three times the votes against, and the notice states the intention to propose it as special.
Counted votes
Votes cast in person, by proxy where allowed, or by postal ballot, on a show of hands, electronically or on a poll.
Ordinary resolution
A resolution is ordinary if the notice required under the Act has been duly given and the votes cast in favour, whether on a show of hands, electronically or on a poll, including the Chairman’s casting vote if any, by members entitled to vote in person, by proxy where allowed, or by postal ballot, exceed the votes cast against (sub-section (1)).
Special resolution
A resolution is special when the intention to propose it as a special resolution is duly specified in the notice of the general meeting or other intimation to members, the required notice has been duly given, and the votes cast in favour are not less than three times the votes cast against by members entitled to vote in person, by proxy or by postal ballot (sub-section (2)). Unlike sub-section (1), sub-section (2) does not refer to the Chairman’s casting vote.
Practical preparation
Identify which provision requires the resolution and whether it must be ordinary or special. For a special resolution, state that intention in the notice. Count only votes cast; abstentions are not votes cast for or against. Under section 117, certain resolutions, including special resolutions, must be filed with the Registrar.
Practical checklist
Do
- State the intention to propose a special resolution in the notice.
- Record votes for and against precisely.
Avoid
- Do not count abstentions as votes against.
- Do not rely on a casting vote to reach the special resolution majority.
Illustrative example
Hypothetical: counting a special resolution
On a poll, 7,400 votes are cast for a special resolution and 2,500 against; 1,000 members abstain.
Ratio
Three times 2,500 is 7,500.
Test
7,400 is less than 7,500.
Result
The special resolution fails, although it would pass as an ordinary resolution.
Outcome
- Abstentions do not count, and the three-to-one test is applied to votes cast.
Glossary
- Ordinary resolution
- A resolution passed by a simple majority of votes cast under section 114(1).
- Special resolution
- A resolution passed by votes in favour of at least three times the votes against, with notice of the intention, under section 114(2).
Frequently asked questions
What majority does a special resolution need?
Votes in favour not less than three times the votes cast against, i.e. at least 75% of votes cast.
Are postal ballot votes counted?
Yes. Both definitions include votes cast by postal ballot.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026