Ordinary Resolution Percentage: What’s Needed To Pass An Ordinary Resolution

If you run a UK limited company, you’ll eventually hit a decision that needs “shareholder approval”. That’s where resolutions come in.

One of the most common questions we hear from small business owners is: what ordinary resolution percentage do we actually need?

It’s a fair question. The rule sounds simple (“more than 50%”), but the practical reality can get messy once you factor in:

• how many shareholders you have (and whether they actually vote);
• different share classes and voting rights;
• written resolutions vs meetings;
• your articles of association and any shareholders agreement.

Below, we’ll break down what the ordinary resolution percentage means, how to calculate it, common mistakes to avoid, and how to document the decision properly so your company is protected from day one.

What Is An Ordinary Resolution (And Why Does The Percentage Matter)?

An ordinary resolution is a type of shareholder decision used by UK companies for many “day-to-day” company matters.

In most cases, the percentage you need to pass an ordinary resolution is:

More than 50% of the votes cast by shareholders who are entitled to vote on that resolution (for resolutions passed at a general meeting).

This is different from a special resolution (which usually needs a higher threshold).

Where Does The Rule Come From?

The main framework comes from the Companies Act 2006, but you should also check:

• your company’s articles of association (your company’s internal rulebook); and
• any shareholders agreement (which often adds extra approval requirements, veto rights, or reserved matters).

It’s worth remembering: even if the Companies Act says “50%+”, your documents can sometimes add extra requirements (as long as they don’t conflict with mandatory law).

Common Examples Of When You’d Use An Ordinary Resolution

Ordinary resolutions are used for a wide range of routine company decisions, including (depending on your company’s setup):

• appointing a director;
• removing a director (note: director removal has its own procedural rules);
• approving certain transactions or authorities; and
• approving actions where the Companies Act or your articles say an ordinary resolution is required.

When you’re moving fast in a small business, it’s tempting to treat this as a formality. But the voting percentage for an ordinary resolution is a legal threshold - if you don’t meet it, your “decision” may not actually be valid.

What Ordinary Resolution Percentage Is Needed In The UK?

For most UK companies, the ordinary resolution percentage depends on how you pass it:

At a general meeting: over 50% of the votes cast (sometimes called “a simple majority”).

By written resolution: more than 50% of the total voting rights of eligible shareholders (i.e. a majority of the company’s voting rights that can vote on that written resolution), not just the responses you receive.

General Meetings: “Votes Cast” vs “All Shares In The Company”

This is where small businesses often trip up.

For an ordinary resolution at a general meeting, you’re usually not calculating the percentage based on all issued shares in the company. You’re calculating it based on:

• the votes actually cast (for and against), and
• only from shareholders entitled to vote on that resolution.

Example: Your company has 100 voting shares in total. A meeting vote happens and only 60 votes are cast. If 31 vote “yes” and 29 vote “no”, the ordinary resolution passes (because 31/60 is over 50%).

That can feel counterintuitive, especially if you’re thinking “but only 31% of the company voted yes”.

The takeaway: for meeting-based ordinary resolutions, the result usually turns on the votes actually cast - not the total shareholding - unless your company documents say otherwise.

Written Resolutions: The Threshold Is Based On Total Voting Rights

Written resolutions work differently. Instead of looking at “votes cast”, the Companies Act generally looks at whether the required majority of the company’s total voting rights (of eligible shareholders) has approved the resolution.

Example: Your company has 100 voting shares in total. A written ordinary resolution is circulated, but only 60 shareholders respond. Even if 31 respond “yes”, it does not pass unless the “yes” approvals represent more than 50% of the total voting rights (so you’d typically need at least 51 voting shares approving).

This distinction matters a lot in companies where shareholders are hard to reach, or where you’re relying on a written process to move quickly.

What If The Vote Is Exactly 50/50?

“More than 50%” means 50/50 is not enough. If the vote is tied, the ordinary resolution does not pass (unless your articles provide a casting vote mechanism at a meeting, which is more common for chairing meetings and needs careful handling).

Does It Ever Change From 50%+?

It can, depending on:

• your articles of association (for example, bespoke voting thresholds for certain decisions);
• a shareholders agreement that requires a higher internal approval threshold (even where the Companies Act would allow a simple majority);
• share class rights (some shares might have no vote or weighted votes);
• reserved matters (common in investor-backed businesses, where certain decisions need unanimous consent or investor consent).

If you haven’t reviewed your governing documents in a while, it’s worth checking your Company Constitution before you assume the standard threshold applies.

How Do You Calculate The Ordinary Resolution Percentage In Practice?

Calculating the ordinary resolution percentage is simple once you know what you’re measuring. The main challenge is getting the inputs right.

Step 1: Identify Who Has Voting Rights On The Resolution

Start by confirming:

• which shares carry voting rights;
• whether any shareholders are excluded from voting due to the Companies Act, your articles, or a conflict-of-interest rule; and
• whether the decision triggers a class vote (for example, if only certain share classes vote).

If you have multiple share classes (e.g. A shares, B shares, preference shares), don’t assume each share equals one vote.

Step 2: Confirm Whether This Is A Meeting Vote Or A Written Resolution

Ordinary resolutions can be passed either:

• at a general meeting (including an AGM where one is held); or
• as a written resolution, where shareholders sign/approve without a meeting.

The threshold and calculation can differ depending on the method: meeting votes are usually based on votes cast, whereas written resolutions are generally based on total voting rights approving.

If you’re holding formal meetings, it’s also important that you document decisions properly and keep a paper trail, including Meeting Minutes where relevant.

Step 3: Work Out The Percentage Of Votes In Favour

For a straightforward meeting poll vote, the formula is:

(Votes “For” / Total Votes Cast) x 100

If the result is over 50%, the ordinary resolution passes (subject to any extra requirements in your company’s documents).

For a written ordinary resolution, you’re typically looking at whether approvals exceed 50% of the total voting rights of eligible shareholders (not just the responses received).

Step 4: Check Quorum And Notice Rules (So The Vote Is Valid)

The percentage is only one part of the puzzle. For meeting-based resolutions, you also need to make sure:

• proper notice was given to shareholders (and in the correct timeframe);
• the meeting had a quorum (minimum number of qualifying attendees); and
• the resolution was proposed and voted on correctly.

If you’re unsure whether your company needs to hold an AGM or what notices should look like, it helps to understand AGM rules and how they interact with your articles.

What Can Affect The Ordinary Resolution Percentage (And Cause Disputes)?

Most ordinary resolutions aren’t controversial. But when they are, the disputes usually come from misunderstandings about voting power or process - not the underlying business decision.

Different Share Classes And Weighted Voting

If your company has raised investment or issued different share classes, you may have:

• shares with no voting rights;
• shares with enhanced voting rights (e.g. 10 votes per share); or
• class-specific voting (where only a class votes on certain matters).

In those cases, the “ordinary resolution percentage” might still be over 50% - but over 50% of which votes becomes the key issue.

Shareholders Agreements And Reserved Matters

Even if you hit the Companies Act threshold, you can still run into problems if your Shareholders Agreement says certain decisions need:

• unanimous consent;
• a higher majority (e.g. 75%); or
• consent from a particular shareholder (like an investor or founder).

This is common in founder + investor structures and is often where “we passed the resolution, so we’re done” becomes “actually, we didn’t comply with our agreement”.

Informal Decisions That Never Got Properly Recorded

Small businesses often make decisions in a Slack message, an email chain, or a quick chat between founders.

That can be practical day-to-day - but for shareholder decisions that legally require an ordinary resolution, you generally want something more robust, like a properly drafted Ordinary Resolution (especially if you later need to show the decision to a bank, accountant, buyer, or investor).

Director Decisions vs Shareholder Decisions

Another common issue is mixing up:

• board resolutions (director decisions), and
• shareholder resolutions (ordinary and special resolutions).

Your directors can handle many operational decisions, but certain matters are reserved for shareholders by law or by your company constitution. Getting this wrong can create uncertainty about whether a decision was validly made.

How To Pass An Ordinary Resolution Properly (Step-By-Step)

Once you understand the ordinary resolution percentage, the next step is making sure you follow a clean process that stands up if anyone ever questions it.

1. Check Your Articles And Any Shareholder Arrangements

Before you draft anything, confirm:

• the decision actually requires an ordinary resolution (and not a special resolution or class consent);
• the voting rights attached to each share class; and
• any additional thresholds or consent rights in your governing documents.

If your documents are outdated, inconsistent, or don’t reflect how your company runs today, it may be time to tidy them up rather than patching issues one resolution at a time.

2. Choose The Method: General Meeting Or Written Resolution

Many small companies prefer written resolutions because they’re quicker and don’t require coordinating diaries.

But meetings can be useful where:

• you expect discussion or objections;
• you need the decision made quickly on a specific date/time; or
• your articles require a meeting for that type of decision.

3. Draft The Resolution Clearly

Your resolution should be drafted so that it’s obvious what has been approved. Vague wording can create risk later - especially if you’re dealing with financing, transferring shares, or appointing/removing directors.

In practice, a well-drafted resolution should include:

• the company’s details;
• the exact decision being approved;
• the date it’s passed;
• the voting outcome (where relevant); and
• signatures/approvals from the right shareholders.

Using a template can help you get the structure right, but you still need to ensure the wording is tailored to your company and the decision being made.

4. Record The Outcome And Store It With Your Company Records

Once passed, keep your resolution with your statutory records.

This matters because, down the track, you might need to prove that the company had the authority to do what it did - for example, in a sale, investment round, or dispute.

5. Handle Any Signing Requirements Properly

Some resolutions authorise documents that need to be executed in a particular way (especially deeds, property documents, or documents requiring witnessing).

If the resolution leads into signing a deed or other formal document, it’s worth checking Executing Contracts requirements so you don’t accidentally invalidate the next step.

Key Takeaways

• The ordinary resolution percentage is generally more than 50%, but the calculation depends on the method: at a general meeting it’s usually more than 50% of votes cast, while a written resolution generally needs more than 50% of total voting rights of eligible shareholders approving.
• For meeting votes, it’s usually based on votes actually cast, not the total number of issued shares (unless your documents say otherwise).
• Different share classes, weighted voting, and class rights can change how the percentage works in practice.
• Your articles of association and any shareholders agreement can impose additional thresholds or consent rights, even where the Companies Act only needs a simple majority.
• Following the right process (notice/quorum where required) and keeping proper records helps your decision stand up to scrutiny later.
• If you’re unsure whether an ordinary resolution is enough, or you’re dealing with sensitive founder/investor dynamics, it’s worth getting legal advice before the vote rather than fixing issues afterwards.

If you’d like help drafting an ordinary resolution, reviewing your company documents, or getting your approvals process set up properly, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.