Section 105: Powers exercised by special resolution

105. Powers exercised by special resolution (1) Notwithstanding the constitution of a company, where the shareholders exercise a power to— (a) adopt a constitution or, if it has one, to alter or revoke the company’s constitution; (b) reduce the stated capital of the company under section 62; (c) approve a major transaction; (d) approve an amalgamation of the company under section 246; (e) put the company into liquidation, the power shall be exercised by special resolution. (2) A special resolution pursuant to subsection (1) (a) to (d) may be rescinded only by a special resolution. (3) A special resolution pursuant to subsection (1) (e) shall not be rescinded in any circumstances. (4) At any meeting at which a special resolution is passed, a declaration of the Chairperson that the resolution is so passed, shall, unless a poll is demanded, be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour or against the resolution. [S. 105 amended by s. 4 (i) of Act 20 of 2002 w.e.f. 1 December 2001; s. 3 (a) of Act 28 of 2004 w.e.f. 26 August 2004.] C35 – 71 [Issue 3] Companies Act