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Ordinary resolutions

For companies incorporated on or after 1 October 2009 and adopting the Precedent: Model Articles—private limited company—after 28 April 2013 (Model Articles), it is provided that an amendment may be made to an ordinary resolution by a person entitled to vote at the relevant general meeting giving notice to the company in writing not less than 48 hours of the start of the meeting, or such later time as the chair of the meeting may determine. Importantly, the proposed amendment must not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution (see for example article 47(1) of Precedent: Model articles). This means that an amendment to an ordinary resolution may only be validly put where it is within the scope of the notice calling the meeting: the more general the terms of the notice, the wider the scope for amendment.

A resolution cannot be amended so as to impose a greater