Under the Law on Commercial Enterprises (LCE), the shareholders of a private limited company exercise their powers through collective decision making in the form of a vote on ordinary resolutions or a special resolutions.
Pursuant to Article 88 of the LCE, an ordinary resolution is passed by a majority of the votes cast by the shareholders who are voting on the resolution but may also be passed by a written resolution passed by all shareholders.
The following must be adopted by an ordinary resolution of the shareholders:

• Election of directors (Article 118 LCE);
• Removal of directors (Article 124 LCE);
• Appointment of an auditor (Article 229 LCE); and
• Removal of the auditor except for an auditor appointed by a court (Article 232 LCE).

According to Article 236 of the LCE, a special resolution is passed by a majority of not less than two-thirds of the votes cast by the shareholders who are voting on the resolution, or a written resolution signed by all the shareholders entitled to vote on that resolution.