In business or commercial law in certain

common law In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omniprese ...

jurisdictions, an ordinary resolution is a resolution passed by the

shareholders A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal o ...

of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature. A

special resolution {{refimprove, date=August 2011 In business or commercial law, an extraordinary resolution or special resolutionSome jurisdictions use both terms, but meaning slightly different things. For example, in the United Kingdom, an extraordinary resolutio ...

by comparison requires a greater vote threshold, which varies in different

jurisdictions Jurisdiction (from Latin 'law' + 'declaration') is the legal term for the legal authority granted to a legal entity to enact justice. In federations like the United States, areas of jurisdiction apply to local, state, and federal levels. Juri ...

. An ordinary resolution is the most common method by which a corporate entity conducts its business or the board of directors seeks shareholder approval of its actions. The prevailing

legislation Legislation is the process or result of enrolling, enacting, or promulgating laws by a legislature, parliament, or analogous governing body. Before an item of legislation becomes law it may be known as a bill, and may be broadly referred to ...

applying to companies in the relevant jurisdiction will usually prescribe certain activities which ''must be'' approved by special resolution or alternatively which ''cannot be'' approved by ordinary resolution (for example altering the company's

constitutional documents In relation to juristic persons, the constitutional documents (sometimes referred to as the charter documents) are the documents which define the existence of an entity and regulate the structure and control of that entity and its members. The pr ...

, reducing the

share capital A corporation's share capital, commonly referred to as capital stock in the United States, is the portion of a corporation's equity that has been derived by the issue of shares in the corporation to a shareholder, usually for cash. "Share capit ...

or dissolving the company). In addition, in certain circumstances a company may wish to amend its constitution to increase the threshold to provide that a special resolution needs to be passed prior to the company engaging in other matters which may ordinarily approved by simple majority, purely as a matter of internal organisational control.

References

Clickdocs.com definitionGuide to Types of Resolutions
at ''CompaniesHouse.gov.uk'' (England and Wales)
Ordinary Resolutions
at ''PracticalLaw.com'' (England and Wales)
Guide to Company Resolutions
at ''ASIC.gov.au'' (Australia)

at ''CorporateOnline.gov.bc.ca'' (British Columbia, Canada) Corporate law Legal terminology Resolutions (law) Shareholders {{UK-law-stub