Ordinary and Special Resolutions Explained

Why the type of resolution matters

A company in Mauritius acts through two bodies. The board runs the business day to day. The shareholders take the decisions that change the nature of the company or the rights attached to its shares. Those shareholder decisions are recorded as resolutions, and the Companies Act 2001 sorts them into two main families: ordinary and special.

Getting the type wrong is not a technicality. A decision passed by the wrong majority can be challenged, and the filing or registration that depends on it may be refused. Anyone searching for a special resolution Mauritius companies need for a given step is really asking two questions: which decision requires one, and what must happen after the vote.

This page deals with shareholder resolutions only. Decisions taken by directors are covered in board and written resolutions.

Ordinary resolution in Mauritius: the basics

An ordinary resolution is the default form of shareholder decision. It is passed by a simple majority of the votes cast by shareholders entitled to vote and voting. If the Companies Act 2001 does not demand a special resolution for a given matter, and the company's constitution does not demand something stricter, an ordinary resolution is normally what applies.

Typical uses of an ordinary resolution in Mauritius include:

• appointing or removing a director, subject to the constitution and the Act;
• approving the appointment of an auditor where an audit applies;
• authorising an ordinary commercial transaction that the constitution reserves to shareholders;
• approving the financial statements where the constitution requires shareholder approval.

An ordinary resolution is the lighter instrument: it needs a bare majority and, in most cases, little more than an entry in the company's own records.

Special resolution in Mauritius: the basics

A special resolution is reserved for decisions that reshape the company or affect shareholders' rights. It requires a much higher majority than an ordinary resolution, set by the Companies Act 2001. Readers often look for a figure such as a "75 percent majority" for shareholders in Mauritius; the exact threshold, how it is measured (votes cast or shares in issue) and whether the constitution can raise it should be read directly in the current consolidated text of the Act rather than taken from a summary. If in doubt, ask an adviser to confirm it against your company's constitution.

Two points are worth keeping in mind:

1. The Act sets a floor. A company's constitution may impose a stricter requirement for a particular decision, but should not be assumed to lower what the law requires.
2. A special resolution can usually be passed at a general meeting or, where the Act and the constitution allow it, in writing. See written resolutions for how a decision is taken without a meeting.

Ordinary vs special resolution: comparison

Which decisions need which resolution

The table below gives practical examples. It is a guide to the usual position, not a complete list: the Companies Act 2001, other legislation and your own constitution decide each case.

Decision tree: ordinary or special?

Two decisions where the law is explicit

Two situations show how a special resolution works in practice, each with its own follow-up.

Changing the company name

A change of company name requires a special resolution of the shareholders, unless the constitution provides otherwise (Companies Act 2001, s. 36). The company must then file a copy of the resolution and, where relevant, a notice reserving the new name. The change takes effect on the date of the certificate issued by the Registrar, not on the date of the shareholders' vote. Until that certificate is issued, the old name remains the company's legal name and should continue to appear on contracts, invoices and filings.

Applying for voluntary striking off

A voluntary application for striking off under s. 309(1)(d) must be authorised by a special resolution of the shareholders. Following the Finance (Miscellaneous Provisions) Act 2024, which took effect on 27 July 2024, it must also be accompanied by a letter of non-objection from the Director-General of the MRA and, where applicable, from the FSC. This is why a company that has simply stopped trading cannot treat the vote alone as enough: the tax position must be clear first. See keeping a dormant company compliant for the alternative of staying on the register.

What to do after the vote

A resolution is only useful if it is properly passed, recorded and, where necessary, filed. A sound routine looks like this.

Record it properly

Keep the signed text, the notice, the attendance and the voting result together. The company's minute book and registers are part of its statutory record; see statutory registers and company records for what to keep. Where a company has a registered agent, it is typically responsible for retaining minutes and resolutions on the company's behalf, which is one more reason to circulate a signed copy promptly.

File where the law requires it

Not every resolution goes to the Registrar of Companies. A name change and a striking-off application do; a routine ordinary resolution usually stays on the company's own file. Because filings are made through the Registrar's online system, any document you upload should match what the shareholders actually signed.

Update registers and other records

A resolution that changes who owns or controls the company should be followed by an update to the relevant registers. The company must ensure that any beneficial ownership register or information it is required to hold is accurate, up to date and available without delay to the competent authorities on request. A share transfer or capital change approved by resolution is the moment to review those records, not months later.

Common mistakes to avoid

• Assuming the board can decide. A matter reserved to shareholders cannot be settled by a board minute alone. Compare directors' duties with the powers of shareholders.
• Skipping the constitution. The constitution may add conditions, require class consents or restrict who may vote.
• Ignoring notice requirements. A vote at a meeting that was not properly called is exposed to challenge.
• Treating a dividend as automatic. A shareholder vote may be part of the process, but the directors' own tests still apply; see paying a dividend.
• Forgetting the filing. Passing a special resolution is half the job; the effect often depends on the Registrar's certificate or acceptance.
• Losing the paper trail. An unsigned or missing resolution is difficult to prove years later.

Annual meetings and resolutions

Many companies pass their ordinary resolutions once a year at the annual meeting, and use it to deal with accounts and appointments. The annual general meeting guide explains the practical steps. A special resolution can be added to the same agenda when a structural change is due, but it must be described accurately in the notice.

When to take advice

The right resolution depends on your company's type, its constitution, its shareholders and any licence conditions. A company holding a licence from the Financial Services Commission may face additional rules. This page gives general information, not advice. If you want an analysis of your own situation, you can send a request through the contact form and have it relayed to an FSC-licensed corporate service provider (Management Licence).