Before the enactment of the Companies Act of 2015, you could not have one owner-one director companies, therefore decision making was envisaged to be by joint decision making which we refer to as resolutions.
A Resolution is a decision made by directors or shareholders of the company depending on the issue being deliberated. A Resolution may be passed orally at a meeting or passed as Written Resolution through signing without holding a meeting.
Once passed, it is definitive evidence that a decision was made with the requisite authority of the Articles of Association of the company and the Companies Act.
Did you know that Ordinary Resolutions only need a simple majority i.e. 50% + 1; but Special Resolutions require at least 75% approval of the directors/shareholders to be valid?
If your company is disposing (selling) of an asset that it owns, and that asset is a real asset i.e. land/buildings – the sale is not valid without a resolution of the company.
Well drafted and executed resolutions protect the company, its directors and its stakeholders by ensuring clarity, accountability and compliance at every stage of decision making.
As your business grows or transactions become ever more complex, engage a corporate lawyer to guide you through the minefield of good corporate governance.
Date: 17 June 2026