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Ordinary Resolution vs. Special Resolution
Shareholders appoint directors to manage the company. There is no reason that the shareholders to interfere the daily operation. Shareholders only meet periodicially to discuss and review the company matters. The meetings are called General Meeting. Shareholders need to meet at least once a year, which is the Annual General Meeting.

Conclusion made in General Meeting are mainly Ordinary Resolution. It require only simple majority of voting (> 50%) to pass.

However, there are matters require 75% voting to pass. This is what we call Special Resolution. Those matters include :
  • change of company name;
  • removal of director;
  • decision to wind up the company; etc.
Moreover, there are rules to govern how a general meeting and special meeting should be made. Otherwise, the resolutions may be regarded as invalid.