ADVOKS GLOBAL · KENYA
Companies Act
257. Requirements for the passing of special resolution
Edition: 2024-12-27 · In force
257. Requirements for the passing of special resolution
(1)A resolution is a special resolution of the members (or of a class of members) of a company if it passed by a majority of not less than seventy-five percent.(2)A written resolution is passed by a majority of not less than seventy-five percent if it is passed by members representing not less than seventy-five percent of the total voting rights of eligible members (see Division 2).(3)If a resolution of a private company is passed as a written resolution—(a)the resolution is not a special resolution unless it stated that it was proposed as a special resolution; and(b)if the resolution so stated, it may only be passed as a special resolution.(4)A resolution passed at a meeting on a show of hands is passed by a majority of not less than seventy-five percent if it is passed by not less than seventy-five percent of—(a)the members who, being entitled to do so, vote in person on the resolution; and(b)the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.(5)A resolution passed on a poll taken at a meeting is passed by a majority of not less than seventy-five percent if it is passed by members representing not less than seventy-five percent of the total voting rights of the members who (being entitled to do so) vote in person or by proxy on the resolution.(6)If a resolution is passed at a meeting, the resolution is a special resolution only if the notice of the meeting—(a)included the text of the resolution; and(b)specified an intention to propose the resolution as a special resolution,but if the notice of the meeting specified such an intention, the resolution may be passed only as a special resolution.
Case law referring to this provision