Extraordinary Resolution

A resolution passed by a majority of not less than three-fourths of such members as (being entitled to do so) vote in person or where proxies are allowed, by proxy, at a general meeting of the company of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given. Extraordinary resolutions are required (i) where it is desired to wind up a company voluntarily on the ground that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up; (ii) where, in the case of a member`s voluntary winding up, the books and papers of the company and of the liquidators are to be disposed of; and (iii) where, in the case of a member`s voluntary winding up, the liquidator wishes to exercise any of the powers given by section 539(1) (d), (e), (f) of the Companies Act 1985 (i.e. the power to pay any classes of creditors in full and to enter into certain compromises.) A copy of every extraordinary resolution must within 15 days after it has been passed be forwarded to the Registrar of Companies and recorded by him.