Special resolution

Shareholders meet this term when a company changes its share structure, merges, or sells its business. The statute sets the standard, and the definition sits in the Act’s interpretation section, but CBCA s.6(3) lets the articles or a unanimous shareholder agreement require more votes than the Act does.

Where the CBCA requires one

• Amending the articles (s.173(1), subject to ss.176 and 177).
• Reducing stated capital (s.38(1), subject to the limits in s.38(3)).
• Approving a sale, lease or exchange of all or substantially all of the property, other than in the ordinary course of business (s.189(3) and (8)).
• Adopting an amalgamation agreement (s.183(5)); a short-form amalgamation under s.184 follows its own rules.

Provincial wording

Ontario’s Business Corporations Act defines it as a resolution passed at a special meeting of shareholders duly called for the purpose, or consented to in writing by each shareholder entitled to vote at such a meeting. British Columbia’s Business Corporations Act uses “special resolution” with a defined “special majority”. Other provinces differ, so read the Act of the incorporating province. A shareholder who objects may have dissent rights; see how dissent works in a buyout.