A resolution is adopted only if it reaches the required majority. The quorum allows the meeting to deliberate; the majority decides the outcome of the vote. For how to calculate the quorum, see our article Quorum at a general meeting: how to calculate it and why it matters.
The basic framework
The articles of association usually set the conditions for adopting decisions, within the limits of the law.
If the articles are silent, a simple majority of members present or represented is enough, even for important decisions.
Exception: a decision that increases the commitments of the members or shareholders must be adopted unanimously.
What is a simple majority?
A simple (or relative) majority is reached when the votes in favour outnumber the votes against.
Unless the rules say otherwise, the count is usually based on votes cast. Abstentions then do not change the result.
Example: 20 in favour, 12 against, 8 abstentions. The resolution is adopted, because there are more votes for than against.
When is unanimity required?
Unanimity is required in particular when a decision increases the commitments of the members or shareholders. Everyone must agree. A single vote against is enough to defeat the resolution.
Do not confuse quorum and majority
- Quorum: the minimum attendance (or attendance plus proxies) needed for the meeting to vote.
- Majority: the number of favourable votes needed to adopt the resolution.
Without a quorum, the vote is not valid. With a quorum but without the majority, the resolution is rejected.
Best practices
- Check the articles before the meeting: simple majority, higher majority or unanimity.
- State clearly, for each resolution, which threshold applies.
- Record separately the votes in favour, against and abstentions.
- Enter the exact result in the minutes.
- Do not change the counting rule during the vote.
In short: a resolution is adopted if the quorum is met and the required majority is reached. The articles remain the reference. Applying them carefully helps prevent disputes.
