Special Resolutions

A Special Resolution is a formal decision made by a company’s shareholders that requires at least 75% of the voting rights to agree.

It’s used for big or high-impact decisions, the kind that change your company’s structure, purpose, or legal status.

"When do I need a Special Resolution?"

You’ll need one if you’re making changes like:

  • Amending your company’s Memorandum of Incorporation (MOI)
  • Changing your company name
  • Converting your company type (e.g. from (Pty) Ltd to NPC)
  • Approving the sale of major assets
  • Voluntarily closing or winding up your company
  • Authorising share buybacks or certain changes in ownership

These aren’t everyday admin tasks, they require formal approval from most (or all) shareholders.

"How do I pass a Special Resolution?"

You need:

  • At least 75% of shareholders (by voting power) to approve it
  • Either by vote at a shareholder meeting
  • Or via a written round-robin resolution, signed by all shareholders

You’ll also need to keep a copy in your company records and in most cases, submit it to CIPC along with the relevant form (like a CoR15.2 for MOI changes).

"What’s the difference between an Ordinary and a Special Resolution?"

Ordinary Resolutions…

  1. Needs more than 50% approval
  2. Used for routine decisions
  3. Usually not filed with CIPC

Special Resolutions…

  1. Needs at least 75% approval
  2. Used for major legal changes
  3. Usually must be filed with CIPC

Both are legally binding, the difference lies in how big the decision is, and how many shareholders need to agree.


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