What constitutes a special resolution?

A special resolution is defined as a decision that requires a majority of at least 75% of the votes cast by shareholders. This higher voting threshold is necessary for certain significant corporate decisions, such as amendments to the articles of association, changes in the company structure, or dissolution of the company.

The requirement of a 75% majority ensures that such important decisions reflect a stronger consensus among shareholders, thereby providing a level of protection and stability for the company and its stakeholders. This contrasts with ordinary resolutions, which typically only require a simple majority (more than 50% of the votes) to be passed.

In this context, the other options do not correctly describe a special resolution. A decision requiring a simple majority fails to meet the necessary threshold for a special resolution. Similarly, decisions passed by the board of directors do not constitute special resolutions, which must involve the shareholders directly. Lastly, a unanimous decision by shareholders is an even stricter requirement than a special resolution and is not a standard definition within the context of company law.