A special resolution is essentially a resolution adopted by shareholders of a company, which meets a higher approval threshold than that related to ordinary resolutions. Whilst a company’s memorandum of incorporation may stipulate a higher or lower percentage of voting rights required to adopt a special resolution (provided this threshold exceeds the percentage of voting rights required to adopt an ordinary resolution by at least 10%), a special resolution is typically (by way of the default position set out in the Act) a resolution which requires the support of 75% of the votes cast by shareholders who are entitled to vote on the particular matter.

A company is entitled to include (in addition to those set out in the Act) additional matters requiring approval by way of special resolution prior to the board being rendered capable of implementing same. These additional inclusions are commonly referred to as “specially protected” or “minority protection” matters. This is on account of the fact that minority shareholders (provided they hold a sufficient number of voting rights) would be rendered capable of exercising veto rights in relation to these decisions, notwithstanding the fact that they have been approved by shareholders entitled to cast the majority of voting rights on the matter.

The Act requires (as a minimum) the following matters to be approved by way of a special resolution:

• Amending the MOI which may take the form of a new MOI in substitution for the existing MOI or by alterations to the MOI by (i) changing the name of the Company; (ii) deleting, altering or replacing any of its provisions; (iii) inserting any new provisions into the MOI; or (iv) making any combination of the alterations contemplated in (i), (ii), (iii) or (iv);
• Ratifying a consolidated revision of the MOI;
• Ratifying an action by the company or the directors outside the authority of the MOI;
• Changes to the authorisation and classification of shares, the numbers of authorised shares of each class and the preferences, rights, limitations and other terms associated with each class of shares as set out in the MOI;
• Issue of shares or securities convertible into shares, or a grant of options contemplated in section 42 or a grant of any other rights exercisable for securities to  directors/future directors, prescribed officers/future prescribed officers; persons related/inter-related to the company or to a director or prescribed officer of the company;
• Issue of shares, securities convertible into shares or rights exercisable for shares in a transaction, or a series of integrated transactions, if the voting power of the class of shares that are issued or issuable as a result of the transaction or series of integrated transactions will be equal to or exceed  30% (thirty percent) of the voting power of all the shares of that class held by shareholders immediately before the transaction or series of transactions;
• Financial assistance by way of a loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company;
• Financial assistance to a director or prescribed officer of the company or of a related or inter-related Company or corporation, or to a member of a related or inter-related corporation, or to a person related to any such company, corporation, director, prescribed officer or member;
• Approving a decision of the board for re-acquisition of shares under certain circumstances;
• Remuneration to directors for their service as directors;
• Disposal of, or giving effect to an agreement or series of agreements to dispose of, all of the greater part of the company’s assets or undertaking;
•  Implementing an amalgamation or a merger; and
•  Implementing a scheme of arrangement