Quick answer: Under the Companies Act, an ordinary resolution of shareholders needs a simple majority of the voting rights exercised on it. A special resolution needs the higher voting threshold prescribed by the Companies Act and the company's MOI. Ordinary resolutions cover routine decisions, such as removing a director. Special resolutions are required for major decisions, such as amending the MOI (including a name change), approving director remuneration or winding up the company voluntarily.
Ordinary resolution
An ordinary resolution is adopted with the support of a simple majority of the voting rights exercised on it. Your MOI can require a higher percentage.
Typical examples:
removing a director;
electing directors, where the MOI leaves this to shareholders;
other decisions the Act or MOI doesn't reserve for a special resolution.
Special resolution
A special resolution needs the support of the higher share of voting rights prescribed by the Companies Act and your MOI. The MOI can set a lower threshold, but the statutory difference between the ordinary and special resolution thresholds must be preserved.
Special resolutions are required, for example, to:
amend the MOI, including changing the company name or share capital;
approve directors' remuneration for their services as directors;
approve financial assistance to directors or related companies, or for buying the company's shares;
approve the voluntary winding-up of the company;
approve a disposal of all or the greater part of the company's assets or undertaking, or other fundamental transactions such as amalgamations;
approve certain share issues or share buybacks involving directors.
Ordinary vs special at a glance
| Ordinary resolution | Special resolution | |
|---|---|---|
| Default threshold | Simple majority of votes exercised | Higher threshold prescribed by the Companies Act and MOI |
| Can the MOI change it? | Yes, it can be set higher | Yes, it can be set lower, preserving the statutory difference between thresholds |
| Typical use | Routine decisions, removing a director | MOI changes, name change, winding up, director pay |
| CIPC filing | Usually not filed | Often filed, e.g. with a CoR15.2 for MOI amendments |
Shareholder resolutions vs board resolutions
Don't confuse these two:
Shareholder resolutions (ordinary or special) are decisions of the owners.
Board resolutions are decisions of the directors, such as approving a bank account or signing a contract.
Many small companies have the same person as director and shareholder, but the resolutions are still different documents in law. Label them correctly.
Written resolutions (round-robin)
Shareholders don't always need a meeting. A resolution can be proposed in writing and adopted if it's signed by enough shareholders within the statutory period after it was submitted. For a single-shareholder company, the shareholder simply signs it.
Filing with CIPC
Some special resolutions must be filed with CIPC:
an MOI amendment, including a name change, is filed on a CoR15.2 with the special resolution;
a voluntary winding-up of a solvent company is filed on a CoR40.1.
Keep signed copies of all resolutions with the company's minutes. Companies must keep these records for the statutory retention period.
Frequently asked questions
How many shareholders must sign a special resolution?
Shareholders must meet the applicable special-resolution threshold in the Companies Act and your MOI.
Is a name change an ordinary or special resolution?
Special. A name change amends the MOI. See our company name change service.
Can one shareholder pass a special resolution?
Yes. In a single-shareholder company, that shareholder can sign both ordinary and special resolutions.
Do all resolutions go to CIPC?
No. Only certain resolutions must be filed, but all resolutions should be kept in the company's records.
Get your resolutions right
Smartbook drafts resolutions and files MOI amendments with CIPC, then updates your company records and books to match. Email hello@smartbookie.co.za or see our guide to your MOI.
Last reviewed: 2 October 2026. General guidance, not legal advice. Check your company's MOI, which may change the default rules.