In business or commercial law in certain

common law Common law (also known as judicial precedent, judge-made law, or case law) is the body of law primarily developed through judicial decisions rather than statutes. Although common law may incorporate certain statutes, it is largely based on prece ...

jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a

company A company, abbreviated as co., is a Legal personality, legal entity representing an association of legal people, whether Natural person, natural, Juridical person, juridical or a mixture of both, with a specific objective. Company members ...

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 by comparison requires a greater vote threshold, which varies in different jurisdictions. An ordinary resolution is the most common method by which a corporate entity conducts its business or the

board of directors A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulatio ...

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 ...

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, 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 ...

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