Understanding special resolutions, and when to update them

A special resolution is a formal decision made by a company’s shareholders that requires at least 75% approval. It’s used for major changes that go beyond day-to-day operations, things that fundamentally affect how the company is structured or governed.

When Do You Need a Special Resolution?

Special resolutions are required for:

• Changing the company’s Memorandum of Incorporation (MOI)
• Approving a share buy-back
• Granting financial assistance to acquire company shares
• Winding up the company voluntarily
• Any other action that materially changes ownership, structure, or control

In short, if the decision changes the foundation of your business, it probably requires a special resolution.

Keeping records updated

Companies should review their MOI and resolutions regularly, especially after legislative updates or major business changes, to make sure everything remains compliant and up to date.

Why it matters for compliance

Properly recorded and filed special resolutions:

• Demonstrate good corporate governance
• Help avoid issues with SARS or CIPC during reviews
• Ensure decisions are legally valid and enforceable
• Protect shareholders and directors from unnecessary risk

Quick tips

• Keep a resolutions register with signed copies of all special resolutions.
• Review your MOI every 2–3 years.
• Check if a resolution needs to be filed with CIPC before making changes.
• Always confirm that the 75% voting threshold is met.

Need help?

If you’re unsure whether your company needs a special resolution or how to update your records correctly, PRNC can help. Our team assists businesses with compliance, governance, and filing requirements, ensuring your company stays aligned with CIPC and SARS regulations.

Contact PRNC today for professional guidance or more information.