The Duomatic principle
Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB)
Practice notesThe Duomatic principle
Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB)
Practice notes
The principle defined
Company decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may be validly passed:
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by use of the statutory written resolution procedure (for private companies only and subject to specified exceptions) (see Practice Note: written resolutions for further details on this process)
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at a meeting of the members of the company duly convened and conducted in accordance with any requirements under the Companies Act 2006 (CA 2006) or the company's articles of association (see Practice Note: Member resolutions for further information)
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in the circumstances where it applies, pursuant to the Duomatic principle
The Duomatic principle was defined in Re Duomatic Ltd as:
'...where it can be shown that all shareholders who have a right to attend and vote at a general meeting of the company assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general would be.'
It has subsequently
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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Written Resolution definition
What does Written Resolution mean?
The CA 2006 prescribes that a private company limited by shares can pass resolutions at a general meeting of its shareholders, or as written resolutions in accordance with the procedure prescribed (CA 2006, s 281). Public companies limited by shares cannot pass written resolutions at all, even if their articles of association purport to authorise them to do so. A written resolution is passed when the required majority of eligible members have signified their agreement to it. Any provisions in a company’s articles of association attempting to prevent a resolution being passed as a written resolution is void.
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