Adopting resolutions is an integral part of the operation of companies, management boards, supervisory boards, shareholders and members. In practice, however, simply stating that “the majority voted in favour” does not necessarily mean that a resolution has been validly adopted.

Applicable law, the articles of association or the company’s statutes may require different types of majority: simple, absolute or qualified, such as 2/3 or 3/4 of the votes. An appropriate quorum may also be required.

Simple majority

A simple majority means that the number of votes IN FAVOUR must be greater than the number of votes AGAINST.

Example:

* 40 — IN FAVOUR,

* 35 — AGAINST,

* 25 — ABSTENTIONS.

The resolution achieves a simple majority because:

40 > 35.

Under this method, abstentions do not increase the number of votes required to obtain an advantage over the votes cast against.

Absolute majority

An absolute majority requires more than half of the votes constituting the relevant calculation base.

If the base is 100 votes:

* 50 votes in favour — insufficient,

* 51 votes in favour — absolute majority achieved.

An absolute majority should therefore not be confused with merely having more votes in favour than against.

Qualified majority

For decisions of particular importance, the law, articles of association or statutes may require a qualified majority.

This means a specified higher threshold of support.

Common thresholds include:

* 3/5 — 60%,

* 2/3 — approximately 66.67%,

* 3/4 — 75%,

* 4/5 — 80%,

* 9/10 — 90%,

* other specific thresholds provided for by law, the articles of association or statutes.

For example, if 2/3 of 100 votes is required:

100 × 2/3 = 66.67.

Since a fraction of a vote cannot be cast, at least 67 votes in favour are required.

Unanimity

The most stringent requirement is unanimity.

It means that all persons whose consent is required must support the decision.

However, unanimity should not automatically be interpreted as requiring the consent of every shareholder or every member of a particular body. The exact wording of the applicable provision, articles of association or statutes must always be checked.

Majority and quorum are not the same thing

This distinction is fundamental.

A quorum determines how many persons, shares, interests or votes must be represented for a particular body to validly make a decision.

A majority determines what proportion of votes must support the particular resolution.

For example:

“The resolution requires a 2/3 majority of votes with at least half of the members present.”

There are two separate requirements:

1/2 — quorum

and

2/3 — required majority.

The quorum must therefore be checked first, followed by the result of the vote.

What is the majority calculated from?

This can completely change the outcome.

Depending on the applicable provision, the required majority may be calculated by reference to:

* votes cast,

* votes represented at the meeting,

* the total number of votes,

* all members of a particular corporate body,

* a specified proportion of the share capital.

Suppose a company has 100 votes in total, but only 60 are represented at the meeting.

If 2/3 of 60 is required:

60 × 2/3 = 40 votes.

If, however, 2/3 of all 100 votes is required:

100 × 2/3 = 66.67, meaning that at least 67 votes are necessary.

The same 2/3 threshold can therefore produce a completely different required number of votes depending on the calculation base.

How does this work in a Polish limited liability company (sp. z o.o.)?

Under the Polish Commercial Companies Code (KSH), resolutions of shareholders in a sp. z o.o. are, as a general rule, adopted by an absolute majority of votes, unless the KSH or the articles of association provide otherwise.

Certain particularly important decisions are subject to higher thresholds.

As a general rule, a 2/3 majority is required for resolutions concerning, among other matters:

* amendments to the articles of association,

* dissolution of the company,

* disposal of the enterprise or an organised part thereof.

A resolution concerning a material change in the company’s business activities requires a 3/4 majority.

The articles of association may impose stricter requirements.

What about a Polish joint-stock company (S.A.)?

The general rule for a joint-stock company is also an absolute majority, unless the KSH or the company’s statutes provide otherwise.

A 3/4 majority is generally required for resolutions concerning, among other matters:

* amendments to the statutes,

* reduction of the share capital,

* redemption of shares,

* disposal of the enterprise or an organised part thereof,

* dissolution of the company,

* certain bond issues.

A material change in the company’s business activities, however, requires a 2/3 majority.

Decision          Sp. z o.o.           S.A.

General rule   Absolute majority      Absolute majority

Amendment to articles/statutes      2/3        3/4

Dissolution     2/3        3/4

Disposal of enterprise/ZCP 2/3        3/4

Material change in business activities         3/4        2/3

Five questions to ask before assessing a vote

1. Is a quorum required?
2. What is the calculation base for the majority?
3. What type of majority is required?
4. How many votes were actually cast in favour?
5. Do the articles of association or statutes impose stricter requirements?

Only after answering these questions can we determine whether a resolution has been properly adopted.

It is not enough to say: “the majority voted in favour”

In corporate decision-making, mathematics meets law.

40 votes in favour and 35 against may be sufficient for a simple majority, while being insufficient for an absolute majority.

Similarly, 70% may be sufficient where a 2/3 majority is required but insufficient where the threshold is 3/4.

Therefore, when analysing a resolution, we should not begin with:

“How many voted in favour?”

We should first ask:

“What majority is required, and what is the calculation base?”

These two elements are fundamental to correctly interpreting the outcome of a vote.

This material is for educational purposes only and does not constitute legal advice.